Ragnarök
by ragnarok12345
Summary: Loki has taken Odin's throne, Thor has returned to Earth, and the All-Father is nowhere to be found. When an ancient evil threatens to destroy all of Asgard, will Loki allow Asgard to be destroyed? Written in the style of a shooting script, this story immediately follows the events of "Thor: The Dark World". Ties into the larger Infinity Gauntlet / Thanos storyline.
1. Scene 1

**1. EXT. VALHALLA BALCONY - DUSK**

In a gilded, sunlit anteroom in the Aesir palace of Valhalla, stoneworkers chisel new faces into statues that were destroyed during the battle against the dark elves. At a nearby balcony, ODIN the All-Father stands looking out across a city that has been damaged, but not defeated. His armor glows brass and gold in the setting sun; his spear 'Gungnir' rests in the crook of his arm. CLOSE ON Odin's face; his expression changes as he realizes he is not alone.

ODIN  
(_wryly_)  
You lack your mother's gift for stealth.

THOR joins Odin at the balcony - not looking at him, but instead looking out at the city.

THOR  
I lack many of her gifts.  
(_beat_)  
Timing, for example.

Odin looks for a moment as if he is about to say something - but he thinks better of it.

THOR  
(_continuing_)  
Father - I want to return to Earth.

ODIN  
(_smiling_)  
We're calling it 'Earth' now, are we?

Thor laughs, but says nothing. The two men continue looking out across the city as the sun sets.

ODIN  
You had said you would wait before you asked me again.

THOR  
And I have waited. But I see her -them - everywhere. I cannot bear it.

Odin stops and gives Thor a look of intense curiousity. At length, he speaks again:

ODIN  
Very well.  
(_beat_)  
But if you insist on going, you must leave Mjölnir behind. Where you go, you go as a mortal.

THOR  
(_unsettled, but persistent_)  
If that is what you wish.

CLOSE ON Odin's face as he looks out from the balcony - a sinister smirk. He "clears" his expression before turning back to Thor:

ODIN  
It is. I cannot risk Asgard's defense again.  
(_beat_)  
And given all that has happened, perhaps it is for the best.

THOR  
(_dutifully_)  
Yes, Father.

Odin looks curiously at Thor.

ODIN  
In your youth, you never would have agreed to such a thing. 'Earth' must mean a great deal to you.

THOR  
(_looking out at the city_)  
It does.

Odin lifts his chin a little and seems to inspect Thor before he speaks:

ODIN  
Leave the hammer at the throne. Heimdall will be waiting for you at the Bifröst.

Without waiting, Odin turns and walks toward the door leading back inside.

THOR  
Goodbye Fa-

But before Thor can even finish, the door has slammed shut. Odin is gone.

THOR  
(_finishing_)  
- Father.


	2. Scenes 2-3

**2. INT. VALHALLA HALLWAY - NIGHT**

A CLOSE SHOT follows an unknown man as he walks down a long hallway; the shot widens to show vaulted ceilings and panels of intricate, blue-tiled mosaic on the walls. The camera comes around to face the man: he is Odin.

Odin stops at the end of the hallway, at a set of gold doors marked with two simple runes. A PRISON GUARD stands sentry.

ODIN  
(_to one of the guards_)  
I would speak to the prisoner.

PRISON GUARD  
Yes, All-Father.

The PRISON GUARD steps aside and Odin passes.

**3. INT. VALHALLA PRISON BLOCK - NIGHT**

As the doors close behind him, Odin's appearance shifts and shimmers. He shakes off his appearance as someone might shake off a wet raincoat.

He is not Odin -

- he is LOKI.

Loki walks past several empty cells until he reaches one that is inhabited by a dark elf PRISONER. At first it appears that the cell is open and unguarded, but a subtle shift in the light reveals the presence of a powerful forcefield.

The prisoner is seated on the far side of a small table, and his hands and feet are chained to the floor. The prisoner's head is buried in his arms.

As Loki approaches, the prisoner looks up; his eyes widen in surprise.

PRISONER  
(hoarsely)  
Loki.

Loki leaves the spear Gungnir outside and steps into the cell; the force-field opens as he approaches and closes behind him as he passes. He then slowly drags a chair from the corner to the table. The chair makes a terrible metallic squeal as it is pulled across the floor. Loki sits across from the prisoner.

LOKI  
Hello, old friend. How do you like it in here?

The elf doesn't respond - he only stares.

LOKI  
Nothing? No?  
(_bitterly_)  
I know. It's really almost unimaginable that anyone could leave someone trapped in a tiny box like this.  
(_leaning forward, his expression spiteful_)  
Isn't it?

PRISONER  
I did what had to be -

LOKI  
(_savagely_)  
You did exactly what you wanted!

PRISONER  
For you -

LOKI  
For yourself! For Thor. For your 'legacy'. But never for me.

The prisoner rears back a little and appraises Loki silently before speaking:

PRISONER  
You let greed control you once. Will you let anger control you now?

LOKI  
Do not dare lecture me. Without the throne, you are nothing but a doddering old man.

PRISONER  
(_sadly_)  
Old, true. Doddering, perhaps.  
(_looking up at Loki_)  
Yet you are here. Powerless as I am, I must still have something you want.

There is a subtle shift as Loki reigns in his anger and composes himself.

LOKI  
Tell me where the Tesseract is.

The prisoner looks crestfallen. There is a pause before he speaks:

PRISONER  
No.

Loki simmers with rage.

LOKI  
I will not give you another chance.

PRISONER  
I will not need one. The answer remains the same: no.

Without warning, the room suddenly appears to EXPLODE. The chairs and table go flying to the edges of the room and slam into the walls. The prisoner rises up into the air as if being pulled at the throat by an invisible hand. Loki approaches the suspended prisoner.

LOKI  
You used it to repair the Bifröst. You would not just throw it away. Tell me where it is.

The prisoner shakes his head.

PRISONER  
I know why you want it. I saw what it did to you.

LOKI  
You saw nothing.

The prisoner is struggling for air, but manages to respond:

PRISONER  
I saw enough. No father could allow his own son to endure that again.

At the word 'son', Loki is doubly enraged.

LOKI  
You lie. I was never anything but your bargaining chip.

PRISONER  
(_with great feeling_)  
No. I loved you, Lo-

BAM! Loki slams the still-suspended prisoner against the back wall of the cell. A little blood trails out one corner of the prisoner's mouth: he is injured.

LOKI  
Tell me where it is.

PRISONER  
Never.

A long moment passes before Loki releases the prisoner, who drops to the ground with a dull thud. The prisoner struggles to regain his breath before he asks:

PRISONER  
Are you going to kill me?

There is a flicker of emotion in Loki's eyes -

LOKI  
(_quieter_)  
No.

- and then it's gone.

LOKI  
(_continuing, louder_)  
No, but I mean to destroy every permanent thing you ever hoped to leave behind, piece by piece. And when I'm finished with you, history will see you for what you are: a coward and a fool.

As he speaks, Loki walks to the prisoner - still on all fours, gasping for air. He crouches in front of the prisoner and addresses him directly:

LOKI  
(_continuing_) When the time is right, Odin's most selfless son will make a stunning return.

Loki's face is very near the prisoner's.

LOKI  
(_continuing_) And then - only then - I promise you, all of Asgard will beg me to take your place.

With effort, the prisoner rises up to his knees.

PRISONER  
You wouldn't actually harm your - these people.

LOKI  
I do not have to.

Loki stands.

LOKI  
(_continuing_) After years of learning from your example, I will do for them what you did for me: absolutely nothing.

Saying this, Loki turns to leave, and makes a small gesture with his right hand. As he does, his appearance begins to change, starting with his fingertips - he's slowly becoming Odin again.

PRISONER  
This is not what she would have wanted.

Loki turns around suddenly, his fists clenched. A sudden surge of power pulses outward from him, sending crisp green flickers of energy darting across the cell's forcefield.

LOKI  
You dare mention her. When it was you who let her die. You who denied me even a moment to mourn.

PRISONER  
All of us had our part of the blame in her death, Loki. Even you.

For a brief moment, Loki's expression is pained - then it settles once more into a dull scowl.

LOKI  
Enough.

PRISONER  
Don't do this...son.

The prisoner struggles to free himself from his chains. As he strains, his appearance changes for just a moment, and his true face - Odin - can be seen. But Loki is already walking away. The forcefield seals shut behind him as he takes Gungnir from its resting-place. The next shot follows Loki back down the hall. As he walks, he completes his transformation back into Odin.

ODIN  
I was never your son.


	3. Scene 4

**4. INT. TROMSØ LABORATORY - NIGHT**

As the scene opens, the camera follows DARCY from behind as she walks down a long, narrow hallway, a plastic shopping bag in one hand. The shot is reminiscent of the follow-shot of Odin from the last scene.

Upon reaching the end of the hallway, Darcy opens one of two double doors. Taped to one of the doors is a sign: "Do Not Disturb", neatly typed in Norwegian.

As the doors open, the shot opens up to a WIDE PANORAMIC SHOT of the room beyond - a vast, dimly lit hangar. All around the hangar are dozens of huge white-boards, covered in scientific formulae. The room is otherwise empty, except for a few couches pushed to the corners of the room and one large desk in the center.

On the desk are one keyboard, four monitors, countless empty Mountain Dew bottles, a long-burned-through 24-pack of Ramen Noodles - and a slumped, sleeping figure.

Darcy crosses to the desk and puts the plastic bag down.

DARCY  
Hey.  
(_shaking the sleeping person by the shoulder_)  
Hey, wake up.

The sleeping person comes to - it's JANE. Her hair is in a lopsided ponytail, and one side of her face is creased from where it rested in the crook of her arm. Something tinny and catchy is still piping out of a huge pair of headphones hanging around her neck.

DARCY  
C'mon. You have to eat something.

Jane looks skeptically at the plastic bag and opens it with one finger. Seeing its contents, her face lights up.

JANE  
Pop Tarts. You really are worth every penny.

DARCY  
Then I suppose this is a golden opportunity to remind you that you aren't actually paying me anything.

Jane isn't troubled by this; she unwraps a Pop Tart and begins to eat it.

JANE  
Where's Intern?

DARCY  
I sent him to get cheese and spark plugs.  
(_Jane raises an eyebrow_.)  
It's a very long story. How's this going?

Jane gets up, and begins pacing, Pop Tart still in hand.

JANE  
I don't know. In one sense, it's going really well. We've come so far.

She gestures vaguely at the boards with the Pop Tart.

JANE  
(_continuing_) Before Greenwich, the idea of pulling a wormhole out of the foam was only - only theory. Morris, Yurtsever, Thorne. You remember.

Darcy is giving Jane a look, but Jane doesn't see it. She was a poli-sci major. She does _not _remember.

JANE  
(_continuing_)  
But there's not always a Convergence to send us exactly where we want to go. We have no guarantees.

DARCY  
Meaning...?

As she talks, Jane steps back and points at the board with the half-eaten Pop Tart.

JANE  
Meaning that even if we found a wormhole, and even if we could stabilize it, we could very well come out the other end in the middle of a rock, or a star, or dead space. So to get exactly where we want to go -

Jane turns on her heel with energy and points at Darcy, who is still sitting on the desk.

DARCY  
The Jane Foster daisy-chain.

Jane takes a decisive bite out of the Pop Tart.

JANE  
(_her mouth full_)  
Our big breakthrough -

Darcy is smiling.

DARCY  
(_interrupting_)  
YOUR big breakthrough.

Jane waves one hand.

JANE  
Whatever. A great idea -  
(_swallowing_)  
- at least in theory. But the stability problem remains.  
(_shakes her head_)  
There's still so much to know.

Darcy is still at the desk. She leans over and inspects a photo of Thor and Jane, tucked under the right side of the keyboard. Darcy plucks the photo out and waves it at Jane.

DARCY  
Well, here's your first problem. Who could work with this kind of distraction?

Jane isn't listening. She's pacing.

JANE  
The concept is good. The prototype should work. But the trick is stabilizing the bridge.

She stops suddenly and puts one hand on top of her head.

JANE  
(_continuing_)  
I know how to do it, in principle. But to actually create a field strong enough, I need a power source orders of magnitude bigger than anything we have.

WHIP PAN to Darcy, still sitting on the desk, swinging her legs.

DARCY  
So basically, magic.

WHIP PAN back to Jane, who stops in her tracks and turns on her heel to face Darcy. She tilts her head to one side just a little, like the RCA dog.

JANE  
(_bewildered/interested_)  
Yeah. Yeah, exactly.

DARCY  
(_waves the photo_)  
Hmm. If only 'ole Fabio was here - maybe he could help with the details.

Jane gives Darcy a doubtful look.

DARCY  
(_continuing_)  
Yeah, okay, maybe he couldn't. But he might know who-

KABOOM! There is a tremendous crash outside, shaking the walls of the hangar. Powdered drywall drifts down from the ceiling like snow. Jane and Darcy exchange glances.

JANE  
What was that?

Darcy does not answer; the two women run outside.


	4. Scene 5

**5. EXT. TROMSØ LABORATORY - NIGHT**

Jane and Darcy emerge from the Tromsø laboratory into the cold Norwegian night. Above them gray clouds are gathering, masking the stars. Around them, sudden and savage winds are churning the snow into a frenzy.

As Darcy and Jane look up at the sky, the air immediately around them quiets - they're in the eye of an approaching storm. Their hair - and Darcy's scarf - rise up into the air, as if in zero gravity.

Jane and Darcy exchange glances, and Jane grins. There is a whistling sound: soft at first, then increasingly loud.

THHHHHHHHHH-BAM! A large dark figure lands at their feet in a tremendous explosion of snow.

It's Thor.

DARCY  
(_to herself_)  
Nine worlds and a "rainbow bridge" and they seriously haven't figured out how to land?

THOR  
Jane Foster!

Jane rushes over to Thor, who stands up and, without hesitation, sweeps Jane up into his arms. Jane is delighted.  
Darcy is delightfully unimpressed. She "dude nods" to Thor.

DARCY  
Hey Blondie. Where's Meow Meow?

Thor sets Jane down on her feet again and beams happily.

THOR  
(_emphatically_)  
It is a very long story.

JANE  
Come on. Get inside and tell us all about it. It's freezing out here.

From here to the end of this scene, a STEADICAM / LONG TAKE of Thor and Jane (followed by Darcy) walking through the main doors, into the lab, down the hallway, and toward the lab's small kitchen. They talk as they walk.

JANE  
(_energetically_)  
I have so many questions. Where have you been?  
(_beat_)  
What happened to Malekith?  
(_beat_)  
What's happening in Asgard?

THOR  
The city is being rebuilt, but it will take some time - hundreds of years, at least. Valhalla sustained a great deal of damage during the battle against the dark elves.  
(_beat_)  
As for Malekith, there has been no sign of him. He may be dead - or he may merely be in hiding.  
(_beat_)  
And -

Thor stops suddenly in the doorway to the kitchen and looks down at Jane. His expression is grave. Darcy edges past them into the kitchen, where she begins rifling through the cabinets for something.

THOR  
(_continuing_)  
We held a funeral for my brother.

Jane reacts stiffly: she has little sympathy for Loki, but she knows how much he meant to Thor.

JANE  
Of course. I'm sorry.

THOR  
(_with feeling_)  
I wish that you could have been there. There were - not many of us in attendance. But those who were there knew of his sacrifice - for both our realms.

Thor stops, inhales sharply through his nose, and smiles his winning, Aesir smile.

THOR  
(_continuing_)  
Let us talk of something else. Tell me of your work.

Jane leads them on into the kitchen, clearly grateful for the change in subject. Inside, Darcy is rummaging through the cabinets, looking for something.

JANE  
Well, we've been working on building a gate of our own - and we are SO close. We only need a power source to make it stable.

Thor stops just inside the doorway, and goes no further. He's frowning.

THOR  
A gate?

Darcy pops up from one of the cabinets with a clear tupperware box under one arm.

DARCY  
All we need is your help with one last thing. Seriously, I'm packed and ready.

Jane takes the tupperware from under Darcy's arm and inspects it.

JANE  
That's not 'packed' - that's four bottles of shampoo and -  
(_holds up a fifth bottle_)  
Wh- what is this?

Darcy yanks the box and bottles back from Jane.

DARCY  
Tequila.

At this moment, INTERN rounds the corner into the kitchen, several cans of spray cheese tucked under each arm.

INTERN  
What'd I miss?

DARCY  
Big Red here is going to find us a power source, and then we're all goin' to Asgard.

Darcy rattles the tupperware box at Intern and waggles her eyebrows.

THOR  
(_frustrated_) No! No-one is going anywhere. Jane will not build this...miniature Bifröst.

JANE  
(_raises her eyebrows_)  
I won't?

THOR  
(_earnestly_)  
You are a woman of science. You have seen the destruction that comes with opening portals on Ear-

JANE  
(_interrupting_)  
Those were random, uncontrolled events. What I've designed is a stable gate. If it works, it would be the greatest discovery since...  
(_fumbling for words_)

DARCY  
Gravity.  
(_giving Thor a look_)  
Seriously, since gravity.

THOR  
It is reckless and foolish. Not every realm will be as friendly as Asgard. What if you open a portal and you find another Malekith on the other side?

JANE  
What if I open a portal and find a habitable world on the other side? You can't seriously expect me to come this far and not to follow through.

THOR  
I can and I do expect that.

Thor takes Jane's face in his hands.

THOR  
(_continuing_)  
Jane Foster, I can protect you from anything, but I cannot protect you from your own curiosity. This project of yours is not to be.

Jane steps back from him.

JANE  
(_coldly_) I'm not a child. And this isn't just a 'project'. I'm going to see it through.

THOR  
I cannot allow that.

JANE  
(_stunned_) It's not your decision to make! This is my life's work.  
_(beat_)  
I thought you would understand that.

THOR  
(_angrily_)  
I understand that you are stubborn and reckless - and that you are bound and determined to bring death and destruction on your people.

JANE  
(_fuming_)  
"Death and destruction"?  
(_laughing abruptly_)  
You can't possibly be serious! Death and destruction? When it was you who brought us the Destroyer, the Chitauri, the Dark Elves and - lest we forget - Loki!

Thor stares at Jane for a long moment, before turning and storming down the hallway, back out of the lab. The linoleum tile floor in the kitchen rattles in his wake.

Jane shouts after him:

JANE  
(_at once sad and angry_)  
What? That's it?

The door to the hallway slams shut behind Thor.


	5. Scenes 6-7

**6. EXT. ASGARD FOREST - AFTERNOON**

CLOSE ON the face of SIF, intensely focused on some task just out of frame; her face is suddenly spattered with blood.

A WIDER ANGLE shows that Sif is in a forest, energetically gutting a Nidhogg - a huge, winged serpent at least twenty feet long. She is up to her elbows in its bloody corpse. There is the faint and unmistakeable sound of bones breaking.

HOGUN  
(_O.S_.)  
Sif.

RACK FOCUS to HOGUN, who is standing just behind her.

HOGUN  
(_louder_)  
Sif. I think that it is dead.

SIF  
Förbannat!

Sif sits back on her heels, and pushes her hair out of her face with her right forearm, leaving a wide smear of Nidhogg blood across her forehead and cheek.

SIF  
(_earnestly_)  
It is too big. We will need to cut it in half.  
(_looking up at Hogun_)  
Will you help me?

Hogun is smiling at Sif, but she doesn't see it.

HOGUN  
Always.

Sif and Hogun work together to divide the corpse into two pieces, which they sling over the backs of their horses, tethered nearby.

EXTENDED AERIAL SHOT of Sif and Hogun as they ride out of the forest and across a vast, grassy plain, crossing a narrow river and weaving between low hills. HORIZONTAL PAN to show Valhalla in the (very) far distance, its silhouette black against the setting sun.

**7. EXT. ASGARD VILLAGE - SUNSET**

En route back to Valhalla, Sif and Hogun come upon a small village. Even at some distance, they can tell something is wrong. Black smoke rises up from the village in great plumes, and something in the air smells sour. Sif and Hogun slow their horses as they cross the village perimeter.

Ahead of them, on the main avenue leading to the town square, is a grisly scene - charred Aesir bodies, impaled on pikes. Some have been dismembered - others are still burning. The buildings all around them are burnt; some are still on fire.

Their horses slow to a meditative trot as they move through the town. The smoke turns an otherwise beautiful sunset gray, casting an eerie pallor over both of them.

HOGUN  
Mikill Wotan.

SIF  
What happened here?

In the distance, there is a low, persistent rumbling sound, like thunder. Sif and Hogun look up, to see the sky turning dark; ink-black clouds are gathering.

Without warning, bright bolts of red fire strike the earth like lightning: once, twice, then several times more, all around them. Where the bolts hit the earth, enormous blooms of flame appear. And as those flames disappear, in their wake are dozens of smoldering black creatures with the low, long bodies of great cats.

Sif's horse rears back from one of the creatures, throwing her some distance. She rolls head over feet, then skids to a standing stop, drawing her sword in one smooth motion. The creature runs at her, and she blocks it with her shield, sending it flying behind her.

Sif whirls around just in time to see the creature BREATHE FLAMES at her - she blocks the flames with her shield, but sees her own hair and armor burning where the shield cannot block it. When the flames subside, she rushes at the creature, and, using her shield, gives it a solid UPPER CUT to the jaw. As the creature rears back, she stabs it in the stomach with her sword.

Hogun, meanwhile, is still on his horse. There is one creature on either side of him. He maneuvers his horse to not only evade them, but to force them to breathe flames - not at him, but at each other. Leaning low as he passes one of the creatures, he swings his mace and solidly hits one creature in the head, generating a bright splash of blood and sending the creature skidding away.

The second creature, regaining its bearings, makes a run for Hogun - but it is interrupted when Sif, having gotten a running start from off-screen, slams into the side of its body with a yell. She tumbles with the creature, grappling with it for control as they roll away.

HOGUN  
(_yelling_)  
Sif!

Hogun easily swings down from his horse and makes a run to help Sif, but is stopped short when a creature leaps out from one side, knocking him down. Hogun then rolls over, belly-up, throws his mace aside and grabs the creature with both hands. He maneuvers so that he is atop the creature - and as it opens its mouth to breathe fire at him again,

Without hesitation, Hogun seizes the creature's upper and lower jaws with his bare hands and tears them apart, breaking the creature's skull in two. The creature with whom Sif is battling claws for her head, and Sif barely evades its swipe. She rolls away and dodges as the creature snaps at her again. As it lunges, the creature leaves its side exposed, and Sif rams her blade between its ribs. But the creature isn't dead: it turns and snaps at Sif's face, getting closer until -

WHAM! Hogun appears from behind the creature and grabs it by the neck with both hands, throwing it some distance, free of both of them. But at the same time, another creature appears from behind him, catches up to him and slams him down, its claws sunk deep into his back. He bellows in pain and immediately drops his body fully flat to the ground, avoiding the breath of flame that the creature had intended for his head. The moment the flames are past, Sif leaps at the creature, and DRIVES her sword down through its neck.

Meanwhile, the creature that Hogun threw rolls to a stop - at the foot of someone new. The camera pans up the long legs of a great, black demon with no mouth, no nose, only eyes like burning red coals. The basic features of its face suggest that it might once have been an Aesir or a Jotun or a human - but not anymore.

All around them, Hogun and Sif hear a strange, whispered chant:

VOICES  
(_V.O., repeated, overlapping_)  
Surtur, Surtur, Surtur.

The demon turns and, for a long and terrifying moment, stares directly at Hogun and Sif. Then the demon raises its right hand - or claw. As quickly as they first appeared, bright and thunderous bolts of flame slam down from the sky and reclaim the creatures, one by one - and then, finally, the demon itself.

As quickly as they appeared, the creatures are gone. Hogun is looking worse for the wear, and has dropped from a standing kneel to hands and knees. He is bleeding profusely from his back.

Sif casts her eyes around. Hogun's horse has been torn nearly in half and is spilling its intestines all over the square. Her horse, however, is alive. She calls it over, and shoves the Nidhogg corpse off its back. The dead snake falls to the ground with a clatter.

As Sif speaks, she tethers the wounded Hogun to her saddle in its place:

SIF  
(_worried, but determined_)  
Stay with me. You will not die - I promise.

Hogun starts to laugh, but it turns into a cough; a little blood burbles up out of his mouth.

HOGUN  
After all the trouble we went to cut that thing in half, you really ought to leave me - and take the snake.

Sif is rummaging in Hogun's rucksack; she draws out three small, delicate healing stones.

SIF  
Do not worry -

Sif throws herself up astride the saddle, and looks out across the burning village. Her expression is grave.

SIF  
- I will get another one.


	6. Scene 8

**8. INT. VALHALLA THRONE ROOM - NIGHT**

CLOSE ON Loki's face - distracted, angry, bitter. Out of focus, in the distance behind him, Sif enters the room, and calls to the All-Father. Upon hearing her voice, Loki quickly transforms back into Odin.

SIF  
All-Father!

Odin rises from his chair - wearily, as if in pain - and takes his spear in one hand. As he rises Thor's hammer - Mjölnir - can be seen, still where Thor left it, leaning against one side of the throne.

Odin catches sight of Sif across the room: she is covered in blood. As he moves toward her, she drops to one knee and brings one fist to her chest - the traditional Aesir salute.

SIF  
(_breathless_)  
Forgive me: I have news that cannot wait until morning.

He motions her to stand.

ODIN  
Rise, child. Why are you here?

Sif stands at attention, her hands at her sides.

SIF  
Asgard is under siege, All-Father. There is fighting in the villages on our outskirts.

Odin turns his back to her and walks back toward the balcony to look out across the city. His expression is hidden from her, but the camera sees: he is delighted.

ODIN  
(_breezily_)  
Bandits and thieves are nothing new, Sif. This realm has survived much worse.

RACK FOCUS and 180 PAN to Sif, in profile, following Odin as he walks to the balcony.

SIF  
They are not mere bandits, my King. They have some kind of dark magic. Fire magic. And a leader - a great, terrible giant - the likes of which I have never seen.

Odin's face lights up with interest. He turns to look at Sif. For a brief moment he thinks he sees a figure - just out of sight, in the shadows behind Sif. He sees something flicker in the darkness - and then nothing. Sif sees that he is distracted.

SIF  
All-Father?

He ignores her question.

ODIN  
(_smiling indulgently_) I am sure that my people can manage it. Thank you, Sif. You may go.

SIF  
(_insistent_)  
With respect - they cannot manage it. Many Aesir are dead. Bodies burn on pikes even as we speak.

Odin has already turned his back to her. There is no clue as to his reaction.

SIF  
(_continuing_)  
An entire village lies in ruins! All-Father - you must send out the Einherjar, before it is too late.

ODIN  
(_turning sharply_)  
I "must"? You forget your place.

SIF  
(_caught off guard_)  
My - my place is here, as your advisor.

ODIN  
(_advancing toward Sif, his expression sinister_)  
You have no rank here - no position in my family. You are here for my son's amusement -  
(_his face very near hers_)  
- nothing else.

Sif takes a step back - confused and hurt. She inhales sharply.

SIF  
(_quiet, but insistent_)  
You told me once that you valued my counsel above all others in matters of war. You told me always to speak the truth to you - to be candid and direct. I remember it well.

ODIN  
If I said that, I was a fool.

SIF  
I am only advising you to take a more active pa -

ODIN  
'Active'? The way you were 'active' when you stole the Aethir from me?

Sif is caught off-guard by this.

SIF  
But you used the sp -

ODIN  
I what?

Sif seems ready to say something else, but thinks better of it. She shakes her head.

SIF  
Nothing.

ODIN  
(_spiteful, mocking_)  
Nothing.  
(_beat_)  
An appropriate word. Because truly, your counsel means - nothing - to me.

SIF  
This is not like you, All-Father.

Sif takes a step toward Odin.

SIF  
(_continuing_)  
I know what they meant to you, but you cannot let your grief be your master.

She reaches for his arm.

Odin recoils from her, his face full of emotion. His jaw tightens, and his next words are a tense whisper:

ODIN  
(_seething with anger_)  
Get out.

Sif sets her jaw and lifts her chin a little. She's not letting this go without a fight.

SIF  
(_determined_)  
No. You WILL hear what I have to say -

ODIN  
(_interrupting_)  
You WILL be silent or you will pay in blood -

SIF  
(_interrupting, louder_)  
- and I say that if you do not defend this city it will fall -

ODIN  
(_interrupting, louder_)  
- do not think I will spare your friends -

SIF  
(_interrupting, louder_)  
- and any legacy of yours will be in ruins -

ODIN  
(_interrupting, much louder_)  
You DARE lecture me on my legacy!

SIF  
(_interrupting, shouting_)  
- if you cannot defend this city then you must give up the crown to someone who can!

Sif's demand momentarily catches Odin off-guard, and he stares at her in disbelief. His expression shifts from rage to something calmer - and more sinister.

ODIN  
Oh? And who do you imagine would rule Asgard better than I?

SIF  
(_without hesitation_)  
Thor.

There is a moment before Odin's face breaks open in a wide grin and a deep laugh. In laughing, he looks a little less like Odin - and a lot more like Loki.

ODIN  
Thor.

SIF  
Yes.

ODIN  
Oh, Sif. How little you know. Where do you imagine that he is?  
(_leaning toward her_)  
When is the last time that you saw him?

SIF  
(_irritated_)  
I do not know.

Odin begins pacing in a wide half-circle around Sif. The center of the shot is on Sif, looking straight ahead. Her gaze flickers from left to right, following him as he circles her.

ODIN  
I would be surprised if you did. Because Thor left Asgard ten days ago.  
(_beat_)  
For Midgard.  
(_smiling_)  
Forever.

SIF  
I cannot believe that, All-Father. He would not ab-

ODIN  
(_interrupting_)  
He would and he did. Even without Mjölnir.  
(_beat_)  
He must have found something there that actually interested him.

CLOSE ON Sif's face - she looks straight ahead as Odin whispers in her ear, his voice sinister:

ODIN  
(_continuing_)  
Did you really believe he would stay here for you?

For just a moment, Sif's expression is one of incandescent rage - then it settles into cold disdain. She gives Odin a long, grave look before turning on her heel and leaving the room.

The camera follows Sif out - until she passes a low table near the door. The shot lingers there - on a fresh, half-eaten apple, left there so recently that it has not had time to turn brown.

Odin looks at the table and picks up the apple, turning it over in his hand before placing it back down. He turns back toward the balcony.

WIDE SHOT of Odin with the starry sky behind him. In the distance, a red plume of flame slices across the stars.


	7. Scenes 9-10

**9. EXT. NORWAY WILDERNESS - MORNING**

AERIAL SHOT descending to a WIDE SHOT in profile: Thor is still angry and still trekking across the snowy Norwegian wilderness. It's early morning, and the sunrise is gold and pink and red against the vast white expanse.

Eventually Thor comes to a place where the snow has melted - indeed, where the snow isn't falling at all. It's a round, bare patch, marked with knots and runes, just like the glyph that appeared when Thor first fell to earth.

Thor paces around the glyph, trying to get a better view, when the ground gives way - and he falls through.

**10. INT. NORWAY CAVE - DAY**

KK-KKKK-CRASH! Thor lands on the ground below with a deafening bang, sending a spray of rock and water in every direction. It is a moment or two before he is back on his feed and can get his bearings.

He is in a vast underground cavern, twice again the size of a football field. Stalactites hang heavy from the roof of the cavern in iridescent spindles; stalagmites jut up from the ground like warped tree trunks. The earth all around is wet, and in some places water pools up to form puddles and brooks.

Thor looks down at the water, and sees thousands of tiny blue bioluminescent creatures in the water, casting an eerie, faint glow across the cavern. As he looks more closely, he sees them all surging in one direction, toward one low end of the cavern. Thor looks up and sees, in the distance, a bright place where the streams converge.

As Thor approaches the end of the cave, there is a low rumbling sound - quiet at first, then steadily louder. The camera PANS OUT to show, all around Thor, rocks and gravel rolling toward him, as if he stood downhill from all of it.

Thor takes two steps back. The stones seem to take on a life of their own - rolling toward and then atop one another, aggregating into what becomes a giant form, some twenty feet in length and nine or ten feet in height. It's still taking shape as it turns to look at Thor - but already it is clear what the rocks have become.

It's a troll.

THOR  
(_whispered_)  
Dritt.

Thor instinctively flicks his right hand open, as if to call Mjölnir - but the hammer does not come. The rock-troll seems to stare at Thor from the black, stoney sockets where eyes would be; then it lunges at him, jaws open wide. Thor rolls to one side, dodging the creature, and casts his eyes around.

He needs a weapon.

The rock-troll raises its great fists above its head to strike, and as it does, Thor catches a fleeting glimpse of a faint orange light burning in the troll's rocky torso. He doesn't have long to look, though - the troll swipes one great hand at the stalactites around it, sending them whizzing down toward Thor.

Thor rolls away - dodging one, then rolling the other direction to dodge another. The stalactites embed themselves in the earth, the closest one only inches from Thor's right ear. Thor grabs this nearest stalactite with both hands, pulls it from the ground, and swings it wide, wielding it like a sword.

As Thor wrenches the stalactite free, the shot slows to SLOW MOTION. In the shadows behind the troll, for one slow instant, Thor sees a woman - strange and ethereal, dressed in long, green robes. She smiles enigmatically at Thor, and points at something just above his head. He looks up, and normal speed resumes, just in time for him to see -

SLAM! With an angry howl, the rock-troll brings its enormous fist directly down on Thor's head, and Thor drops to one knee under the relentless hammering of falling rock. The first disintegrates into rocks and gravel around him - and then reforms around Thor as a bigger, clawed hand that grips Thor and lifts him up into the air. Thor casts his eyes about again - but the woman is gone.

Thor - now bloodied and clearly worse for the wear - swings the stalactite-sword high over his head and down into the rock-troll's arm - breaking it, and sending rocks flying in every direction. Freed, Thor falls to the ground with a thud, and rolls away just before the rock-troll's remaining fist falls to the ground with a thunderous slam.

As the creature hits the ground, the rocks making up the rock-troll's paw go scattering - that is, until they find each other again and re-form into something like a serpent. The troll seizes one end of this serpent with one hand, and the other, free end of the serpent flies out and seizes hold of Thor by one leg. Thor's makeshift stalactite sword is knocked free, rolling to a stop next to one of the rock-troll's legs.

The rock-troll drags Thor across the ground. Its other fist has by now been reformed into one cohesive boulder, and the rock-troll uses this bouldered fist to hammer Thor, slamming directly down onto his face once, twice, three times...

CLOSE ON Thor's face - sliced up and bleeding freely. Between blows, Thor, looking up, gets another glimpse of the same orange light. Seeing it, he rolls to one side and grabs the stalactite. Without hesitation, he jams it up into the rock-troll's chest - directly at the orange light.

With an anguished howl, the troll not only breaks apart - it explodes. Rock goes flying in every direction, hammering against the cave wall with an echo that is nearly deafening.

As the rocks settle and the dust clears, Thor brushes himself off and rises to his feet. And in the rubble where the troll had been, he sees the source of the orange light. He crosses to it and pushes gravel, dirt and water away to find a small stone, the color of the sunrise - orange and pink and red.


	8. Scene 11

**11. INT. ASGARD HEALING HALL - DAY**

WIDE SHOT in profile of Sif, asleep, leaning back in a chair facing a bright, sunny window. Her head is tilted as far back as it could possibly go; her right hand is at the hilt of a short sword in a scabbard hanging from her belt. From off-screen, a hand appears on Sif's right shoulder.

EIR  
(_V.O._)  
Sif.

Sif snores - or snorts - but doesn't wake up. The shot pulls away to show the person standing behind Sif. It's EIR - Valhalla's chief healer - a tall, regal woman dressed in blue robes, with graying red hair looped in elaborate braids down her back.

Eir shakes Sif's shoulder more firmly.

EIR  
Sif, you have to wake up.  
(_beat_)  
Sif!

Sif abruptly wakes up, and in a blur of red cloth and gold armor, she whirls around and draws her sword - back-handed. In an instant, Sif is awake and standing, the chair is beneath her feet, and her sword is at Eir's throat.

Eir, however, is not alarmed. She pushes the sword down and away with one finger.

EIR  
All right, that's quite enough of that.

Sif "comes to" and realizes what she's done. Mortified, she sheathes her sword and rights the chair.

SIF  
I am - so sorry, Eir. It will not happen again.

Eir smiles at Sif and gives her a reassuring pat on the arm.

EIR  
(_smiling_)  
Of course it will.

The healer looks over at the bed.

EIR  
(_continuing_)  
Look who's finally awake.

Sif also looks over to see - to her surprise - Hogun: fully healed, fully dressed, fully armored, and fully awake. He is sitting on the bed, cross-legged, his mace resting across one leg. There isn't a scratch on him.

For perhaps the only time in her millenia-long life, Sif looks a little teary.

But only a little.

SIF  
(_at length, smiling_)  
So he is.

HOGUN  
She meant you. I have been awake for at least a day now.

EIR  
And a productive day, too. Thank you for your help, Hogun.

Eir puts a hand on his shoulder briefly. She then nods curtly to Sif.

EIR  
Stay out of trouble, you.

The healer leaves without saying anything more. As she leaves, the shot widens to show long rows of beds beyond - full of wounded Aesir. A first glimpse of the costs of Surtur's attack.

SIF  
What was all that about?

Hogun uncrosses his legs and leans toward Sif at the edge of the bed. He holds his hands out, palms-up.

HOGUN  
Well, my hot-blooded friend, it turns out that these hands are good for more than just sawing giant snakes in half.

SHOT IN PROFILE of Sif as she leans toward Hogun, closing the distance between them. On her face is the beginning of a sly grin.

SIF  
Oh really? And just what else are those hands -

But before Sif can continue she is interrupted by a booming, familiar voice. CUT TO VOLSTAGG and FANDRAL - their fighting companions and the remaining two-thirds of the Warriors Three.

VOLSTAGG  
Sif! Hogun!

BAM! Volstagg claps Sif on the back with one enormous hand, and then leans in to get a closer look at Hogun.

VOLSTAGG  
(_continuing, to Hogun_)  
It is a terrible tragedy: all that healing and they still could not fix your powerfully ugly face.

HOGUN  
You're right. They ought to have made me look like you, so I could finally have my chance at marrying an elk. Or a tree. Or a particularly fetching boulder.

As the two of them bicker, Fandral leans in over Sif's shoulder.

FANDRAL  
(_ignoring them_)  
Hello again, Lady Sif. You look beautiful as always.

SIF  
Nowhere near as beautiful as you.

FANDRAL  
It is true. But match your passable looks with my exquisite face, and it could be the greatest love story ever told.

SIF  
Love?  
(_laughs amiably_)  
You love every woman. You probably loved a nurse on the way in here.

FANDRAL  
Ha! I am sure I would remember that.

SIF  
I am sure you wouldn't.

FANDRAL  
(_to Volstagg_) She puts on a brave face, but she's sick with love for me.

SIF  
With your track record, I'm much more likely to get sick with love _from_ you.

Fandral opens his mouth to reply, but Sif is already on her feet, addressing the group.

SIF  
But listen, men: I did not call you here for idle talk.

The camera follows her as she addresses the Warriors Three.

SIF  
(_continuing_)  
There is something wrong with the All-Father. He is sick - or under some kind of spell.  
(_shaking her head_)  
I do not know which.

Her pacing continues.

SIF  
(_continuing_)  
It is as if he does not know me. His manners are strange. His words are...evil. And he seems not to care whether Asgard is destroyed by those - things - that we saw.

She stops pacing.

SIF  
(_continuing_)  
Something must be done. And to do it, I need your help - for a mission that will involve treachery, violence, and thievery of the highest order.

She lifts her chin a little and appraises the other three.

SIF  
(_continuing_)  
Are you with me?

FANDRAL  
(_earnestly_)  
Of course.

HOGUN  
To the death.

VOLSTAGG  
...But what exactly are we betraying, breaking, and taking?

SIF  
Nothing too daunting -

CLOSE ON Sif - devilish and determined.

SIF  
(_continuing_)  
- only the throne of Asgard.


	9. Scene 12

**12. INT. TROMSØ LABORATORY - DAY**

The doors to the laboratory burst open, and a gust of wind carries whorls of white snow well into the hallway.

It's Thor.

THOR  
Jane Foster!

Thor runs down the hallway to the hangar. He stops in his tracks when he sees not Jane, but Darcy and Intern. They aren't working - they're hanging long strands of multi-colored lights from the various white-boards around the room.

Darcy is stopping now and then to take photos of the white-boards, so that nothing is accidentally erased. Something jangly and rhythmic is playing in the background. The whole scene is pretty festive.

Darcy spots Thor from across the room; he crosses the room toward her.

DARCY  
(_darkly_) Oh. It's you.

Though her hands are full of strands of multi-colored lights, Darcy frees one index finger and sticks it in the middle of Thor's chest.

DARCY  
(_with a pugnacious look_)  
If you came to pick on Jane again, you'll leave here in pieces.

Thor gives her a skeptical look. Darcy pulls her hand back.

DARCY  
I mean - large pieces, but pieces all the same.  
_(squinting suspiciously_)  
What do you want?

THOR  
I came to apologize to Jane.  
(_looks at the lights_)  
What is all this?

DARCY  
Decorations. I thought it would cheer her up. She's been working on the prototype nonstop since you left.  
(_gravely_)  
Why did you stay away so long?

THOR  
(_puzzled_)  
What do you mean? I left only yesterday.

DARCY  
(_also puzzled_)  
Yesterday? You left two weeks ago.

Thor doesn't give this much thought; he's distracted.

THOR  
Where is she now?

Darcy is already turning back to the boards; she answers over her shoulder, waving one hand vaguely toward the door.

DARCY  
Down the hall. Working. As usual.

Thor leaves the hanger and walks down the hall to a door marked "Prototype - Testing In Progress." He pulls at the handle before realizing it's locked. He knocks on the door - the sound echoes in the hall.

THOR  
Jane Foster.

There is no response. He knocks again.

THOR  
(_continuing_)  
Jane, please open up.

There are shuffling sounds behind the door. The door opens to reveal Jane, standing in the doorway. She is wearing jeans, a t-shirt, and a white lab coat that has certainly seen better days.

Jane looks exhausted. There are dark circles under her eyes and her fingertips are black with flecks of char from a soldering iron. She gives Thor a wary look.

THOR  
I am sorry for what I said. We may not agree on this. But it is not for me to tell you what you cannot do.

She relaxes a little and takes a deep breath.

JANE  
Listen, I'm the one who should apologize. I never should have said what I said - about your brother.

THOR  
Do not give it another thought.  
(_leaning closer_)  
Can I come in? I brought something that I think will interest you.

Jane steps aside and motions him in.


	10. Scene 13

**13. INT. TROMSØ PROTOTYPE ROOM - DAY**

In the room beyond Jane is a metal table, like one you might see in an examining room or morgue. On the table is a complex oblong sleeve - like a Portal gun - made for one to reach into. The room is otherwise strewn with tools and odd pieces of electrical equipment.

Thor opens his mouth to speak, but shuts it again when he sees the prototype.

THOR  
What is that?

JANE  
It's the device I told you about - our Bifröst. Or it will be, when I'm done with it.

THOR  
(_doubtfully_)  
It - it is very small.

JANE  
It's only configured to take one, maybe two people. Less of a cargo elevator and more of a -  
(_fumbling for words_)  
- cosmic bicycle.

THOR  
(_concerned_)  
And this - bicycle - would take you to any of the nine realms?

Jane circles the prototype as she talks.

JANE  
Reliably? Only to Asgard, for now. To the Bifröst, specifically. That's the only destination for which I have enough data. Once that works, though - anything's possible.

Jane is clearly delighted at the possibility. Thor, however, is deeply suspicious. He continues staring at the prototype until Jane clears her throat.

JANE  
(_continuing_)  
It's taken a long time to design even this. I'm a scientist - not an engineer.

She runs one hand over the prototype.

JANE  
(_continuing_)  
Though once I prove the concept, I can get some real design-build muscle behind it.  
(_hopefully_)  
Maybe your friend Tony -

Thor gives Jane a look. She clears her throat.

JANE  
Maybe later.  
(_beat_)  
You said you had something for me?

THOR  
Yes.

Thor reaches into the folds of his cape and produces a small, round stone - all shades of orange and pink and gold. Its color shifts and changes in the light.

JANE  
What is it?

THOR  
It's of Asgard, I know that much. I haven't felt anything like it since I was in my father's palace.

Thor extends the stone to Jane. She studies it intently before taking it from him.

JANE  
(_staring at the stone_)  
Where did you find it?

THOR  
In a cave.

Jane looks up at him.

JANE  
(_drily_)  
A cave.

THOR  
Not so far from here - only a few hundred miles.

JANE  
(_laughing_)  
Yeah, just down the block.

THOR  
(_struggling for words_)  
It was a strange place - yet at the same time somehow familiar. It was guarded by - by a troll of some kind. And I saw someone else there - a strange woman.

He shakes his head.

THOR  
(_continuing_)  
I cannot explain it.

JANE  
(_looking back at the stone_)  
A - a troll?

THOR  
It must sound very strange.

He shakes his head again.

THOR  
(_continuing_)  
Such things were always more my brother's specialty than mine. Perhaps you would be willing to take some time away from your research - and help me find out what the stone is.

There is a faint but audible hum, and the stone is warm in her hand. Her expression is distant and her face pale as she stares at the stone -

JANE  
(_mesmerized_)  
Of course. I can start running some tests right now.

THOR  
(_emphatically_)  
Not yet, Jane. We have so much to discuss. And you need some rest.

Jane smiles weakly - she is still staring at the stone. At length, she looks up at Thor.

JANE  
Yeah - sure. It's... not as if I would get anything done tonight anyway.

THOR  
(_booming_)  
Good! Have you already made plans for your evening? We should eat. I am famished.

With great difficulty, Jane tears her attention from the stone. She gingerly slips it into her pocket, takes a breath and looks up at Thor.

JANE  
Well - Erik left Oslo a few days ago to come up. He should be here tonight. Darcy's been decorating, and I think Intern got us some Norwegian beer.  
(_grins_)  
...Do you like Chinese?


	11. Scenes 14-15

**14. INT. TROMSØ LABORATORY - NIGHT**

The hangar is dark now, except for the soft glow of the multi-colored Christmas lights hanging from the whiteboards. The floor is littered in empty beer bottles and Chinese food delivery boxes. The speakers attached to Darcy's phone are still softly thumping to the sounds of bhangra.

Darcy is asleep on the couch; Intern is asleep leaning against the couch; Erik is snoring softly on a recliner. Thor is asleep on the floor, with his back against the desk. Jane is asleep next to him, her head on his shoulder.

CLOSE SHOT of Jane's face - one eye opens, then the other. She pulls the stone from her pocket; it glows like an ember, lighting her face in the dark.

Carefully, Jane gets up, peels herself away, and silently walks across the dark hanger. She grabs a pair of red sneakers from under her desk, slips them on and laces them up in the dark before making her way to the prototype room.

**15. INT. TROMSØ PROTOTYPE ROOM - NIGHT**

The faint sounds of bhangra music follow Jane from down the hall: a spooky, minor-key echo. As she enters the room, the prototype is still lying on the examining table with its side-panel open.

Jane pulls the stone out from her pocket and sets it down on the examining table. She takes a deep breath and begins to rummage through the innards of the prototype.

With some effort, Jane finds a place inside for the stone.

JANE  
(_whispering_)  
Here goes nothing.

Jane presses a large green button on the "palm" of the device. At first, three red LED lights light up in succession. There is a "powering-up" sound, like the sound that precedes the firing of one of Iron Man's plasma cannons.

An iridescent sphere of light fills and then burns the air around Jane.

And then she disappears.


	12. Scene 16

**16. EXT. ASGARD BIFRÖST - DAY**

Jane reappears on the Bifröst in Asgard - disoriented, squinting, still in her grubby labcoat and t-shirt and jeans. It's a sunny, beautiful day, and the great green expanse rising up beyond the Bifröst is stunningly beautiful.

A 360-DEGREE TRACKING PAN centered on Jane's face establishes the breadth and grandeur of Asgard, all around her. Her eyes well up, but she doesn't cry.

JANE  
(_breathless_)  
Holy. Shit.

HEIMDALL  
(_O.S_.)  
Jane Foster?

Jane's eyes flicker left; she then turns to see HEIMDALL, standing in the opening of the Bifröst dome, his great sword in one hand.

JANE  
(_whispering to herself_)  
I did it.  
(_out loud_)  
Hot damn! It worked.

HEIMDALL  
How did you get here?

Jane laughs, and doubles forward, taking a deep breath. Near her feet - teetering back and forth - is a chunk of the linoleum floor from the laboratory. It must have been transported with her when she made her jump.

She straightens back up, and raises her hands in the air - comical, given that the prototype is still strapped to her left arm. She gives a little woop of joy.

JANE  
(_still laughing, a little manic_)  
You want me to explain?  
(_looks up at Heimdall_)  
Do you have a whiteboard?

Heimdall crosses the distance between them in two long steps.

HEIMDALL  
(_quickly, emphatically_) No, Jane Foster, you must answer me. The Bifröst is closed. How did you get here?

JANE  
I built my own -

BOOM! There is a thundering, explosive sound from somewhere far off, and the Bifröst rattles beneath their feet. Both Heimdall and Jane turn quickly to look out across Asgard. In the distance, in the foothills of the mountains beyond, something large and indistinct is in flames or smoldering. Great black plumes of black smoke rise up in the air.

JANE  
Oh my God.  
(_squinting_)  
What's happening here?

Heimdall stares into the distance, as if looking right through the smoke to something beyond.

HEIMDALL  
The city is under siege.  
(_beat_)  
The entire realm is under siege.

JANE  
From whom?

Heimdall shakes his head.

HEIMDALL  
Even I do not know.

JANE  
(_urgently_)  
I have to go back. I'll bring -

As Jane reaches for the prototype, still on her left arm, Heimdall seizes her right arm. His grip is relentless, but his expression is sorrowful. Jane tries to pull free.

JANE  
What are you doing? I have to go back!

HEIMDALL  
(_pained_)  
I am sorry, but I cannot allow it.

With his free hand, Heimdall presses a gem on the gold bracer on his left arm.

JANE  
Wha-

HEIMDALL  
(_interrupting_)  
I have my orders. I am truly sorry, Jane Foster.

Heimdall looks past her, down the length of the Bifröst, toward Asgard. Jane looks too, and sees Einherjar centurions moving toward them at a full run. Seeing them, Heimdall squeezes Jane's arm more tightly. Before the Einherjar get too close, Heimdall whispers - hoarsely, and in a tone of warning:

HEIMDALL  
The king is not himself, Jane.

As he speaks, Heimdall suddenly doubles forward in pain. Flickers of green light crisscross his chest, and then dissipate as quickly as they appeared.

JANE  
W-wait! What does that mean?

HEIMDALL  
I cannot say more.

The centurions reach Jane and Heimdall. Two of them seize Jane, and the THIRD GUARD looks to Heimdall.

HEIMDALL  
(_flat, toneless_)  
Take the device from her - she cannot be allowed to use it.

The third guard pulls the prototype from Jane - then, with the help of another, drags her away by her arms. Her heels skid and slip against the glowing surface of the Bifröst as she is pulled away toward the city.

JANE  
(_screaming, her voice breaking_)  
Heimdall!

Heimdall does not answer, but only stares at - or past - her, his expression grave.


	13. Scenes 17-34

**17. INT. VALHALLA PRISON BLOCK - SUNSET**

CLOSE ON the sleeping face of the dark elf prisoner - the true Odin. In the background, there is the loud sound of his cell's forcefield opening and then re-sealing. The prisoner's eyes flutter open; he sits up just in time to see Odin step into the cell.

PRISONER  
Loki. Why are you here?

Odin shakes off his appearance, becoming Loki. This time he does not sit - he stands, as far away from the prisoner as possible. He looks exhausted, haggard, and deeply displeased at having to come to the All-Father for help.

LOKI  
Asgard is under attack by some kind of creature wielding fire magic. Tell me what you know of it.

The prisoner looks at Loki with intense interest.

PRISONER  
(_almost a whisper_)  
Surtur.  
(_with interest_)  
What is happening out there?

Loki says nothing. The prisoner gets up, and moves toward Loki - as close as he can get, given his restraints.

PRISONER  
(_with concern_)  
Are we under attack?

Loki does not respond.

PRISONER  
Are you going to stop it?

As the prisoner steps closer to Loki, he is suddenly stricken, and doubles over. Green flickers of light crisscross his chest.

LOKI  
Answer the question.

PRISONER  
Free me from this disguise. Even if only for a time. Then I will tell you what I know.

LOKI  
This is not a negotiation.

PRISONER  
Are you prepared to torture me?

LOKI  
(_laughing bitterly_)  
I am a criminal. A monster. An abomination. There is very little I won't do.

PRISONER  
I don't believe you.

LOKI  
I don't care.

Loki turns to leave.

PRISONER  
(_his voice raised a little, clearly trying to stop Loki from leaving_)  
I didn't love you when I found you.

It works. Loki stops short, though he doesn't turn around.

PRISONER  
(_continuing_)  
Years passed before I saw you the way Frigga saw you.  
(_looking down, sadly_)  
She had so much love, and she loved you powerfully. Not because she had to, but because she chose to.  
(_beat_)  
She loved you and your brother as her own even though neither of you shared her blood.

Loki turns sharply.

LOKI  
What did you say?

The prisoner stares back at Loki in defiance. Loki gives an almost inaudible sigh of disgust, and makes a vague gesture. The prisoner's appearance shifts and changes, and the true Odin is revealed. He looks almost nothing like Loki's Odin illusion - the true Odin is much more haggard, more emaciated, sickly and pale.

The true Odin sighs in relief, and pauses a moment before speaking:

ODIN (TRUE)  
The fire creature is called Surtur. He was a jotun once, and a traitor.  
I banished him to Muspelheim, the realm of fire. A realm from which he could not possibly escape. Unless...

LOKI  
Unless there was a Convergence of the nine realms.

Odin says nothing, but his expression confirms Loki's conclusion.

LOKI  
Tell me what you know.

Odin looks away, pacing around the table as he replies.

ODIN (TRUE)  
I last saw Surtur more than a thousand years ago - before either you or your brother were born.

As Odin goes on, his reply is illustrated by FLASHBACKS of himself, Surtur, and others - thousands of years ago. There is no sound in these scenes - only the sound of Odin's voice as he tells the tale. Odin's narration runs concurrent to the action throughout each scene.

**18. EXT. ANCIENT NORSE WILDERNESS - DAWN (FLASHBACK)**

The first FLASHBACK shows a younger Odin arriving on Earth in the same way that Thor did. Subsequent shots show the young Odin passing through an ancient Norse village. Norse villagers crowd around him, and kneel as he passes.

ODIN (TRUE)  
(_V.O., concurrent_)  
At that time, I was preoccupied with Midgard.  
(_beat_)  
Midgard had its own magic then - its own old gods - and goddesses.  
I spent a great deal of time there -

Only one person does not kneel - a strange, ethereal woman, dressed all in green - JORD.

ODIN (TRUE)  
(_V.O., concurrent_)  
- more, perhaps, than I should have.

**19. INT. VALHALLA PRISON BLOCK - DUSK**

Odin takes a deep breath.

ODIN (TRUE)  
At that time Surtur was my regent on Muspelheim - the realm of fire.

**20. INT. VALHALLA THRONE ROOM - DAY (FLASHBACK)**

The soundless FLASHBACK resumes, this time in the throne room of Valhalla. WIDE SHOT of an imposing jotun with dark hair and dark eyes approaching Odin in the throne at Valhalla and engaging him in conversation. It's SURTUR.

ODIN (TRUE)  
(_V.O., concurrent_)  
Surtur was a jotun then - and an ambitious one.  
He hated Muspelheim, and demanded that I grant him rule of a better realm.

The scene shows an angry Surtur turning and leaving the throne room.

ODIN (TRUE)  
(_V.O., concurrent_)  
Again and again I refused.

**21. INT. VALHALLA PRISON BLOCK - DUSK**

Back in the present, Odin looks exhausted, as if the mere act of telling this story is taking a toll on him.

ODIN (TRUE)  
I thought Surtur was weak, and so I ignored him.  
I continued to spend my days on Midgard.

He looks down.

ODIN (TRUE)  
Because of this, I was a universe away when he came here and took your mother from me.

**22. INT. VALHALLA CHAMBERS - NIGHT (FLASHBACK)**

The FLASHBACK shows a young Frigga, walking down a long, candlelit hallway in the palace of Valhalla. As she walks, she is blowing out candles, one by one - putting the palace to bed.

Frigga blows out the last candle. It is pitch black.

ODIN (TRUE)  
(_V.O., concurrent_)  
I should have been there. And until the day I die, I will never forgive myself for failing her.

The last candle - the one that was blown out - is suddenly lit again. One by one, the other candles in the hallway burst back into flame. Frigga turns around, just in time to see SURTUR, right behind her. He seizes Frigga, and drags her down the hallway. She is screaming - but in the flashback, there is no sound. As Surtur pulls Frigga through the doorway at the end of the hallway, the VALHALLA HALLWAY DOOR slams shut behind them both.

**23. INT. VALHALLA CHAMBERS - NIGHT**

In the PRESENT - at the same time as Odin is telling his story to Loki - the SAME VALHALLA HALLWAY DOOR opens, and Sif steps through.

ODIN (TRUE)  
(_V.O., concurrent_)  
I think he believed I would negotiate.  
That I might actually give him all of Asgard to get her back.

Sif is dressed not in her usual armor, but in a light, soft armor of black and grey, from head to toe. She takes a few cautious steps forward to check that the coast is clear, before gesturing back at the doorway. Hogun, Fandral and Volstagg - the WARRIORS THREE - emerge from the doorway. They are similarly dressed, and similarly sneaky.

ODIN (TRUE)  
(_V.O., concurrent_)  
But he did not expect my wrath.

**24. INT. VALHALLA PRISON BLOCK - NIGHT**

Odin smiles.

ODIN (TRUE)  
And he certainly didn't expect hers.

**25. INT. MUSPELHEIM PRISON BLOCK - EARLY MORNING (FLASHBACK)**

We're back in a FLASHBACK again. CLOSE ON the face of a jotun guard, dressed in Muspelheim's traditional red and black armor. He is dozing.

ODIN (TRUE)  
(_V.O., concurrent_)  
Surtur made Frigga a prisoner in his palace on Muspelheim - or at least, he tried. '

The guard wakes up suddenly to find a huge LION, thundering toward him and snapping at him with its great jaws. The lion forces the guard to stand, and backs him up against a nearby cell.

ODIN (TRUE)  
(_V.O., concurrent_)  
I know that you take pride in your powers - but if there was ever anyone who could use illusion to defeat any opponent- it was Frigga.

From the shadows behind the guard, inside the cell, Frigga's face emerges. She reaches through the bars of the cell, takes the guard's head in both hands, and SNAPS his neck. As he falls to the ground with a thud, the lion shimmers and disappears: it was only an illusion.

Frigga draws a ring of keys out from the dead guard's pocket. The camera PANS AWAY from her, into the shadows...

**26. INT. VALHALLA CHAMBERS - NIGHT**

...and PANS OUT, in the present, to Sif. She has arrived at a "T" intersection in the hallway connecting the many chambers of Valhalla.

ODIN (TRUE)  
(_V.O., concurrent_)  
Meanwhile, I rallied the Einherjar to battle - to take control of the palace at Muspelheim.  
Every able-bodied man and woman was drafted to the cause.

WHIP PAN away from Sif to one end of the intersecting hallway. A guard, sitting on a chair, rises to his feet - does he see Sif?

ODIN (TRUE)  
(_V.O., concurrent_)  
We armed ourselves. We armored ourselves. We prepared ourselves.

Sif doesn't wait to find out - she takes off at a DEAD RUN the other way - to the opposite end of the intersecting hallway. When she reaches it, she throws open the door.

ODIN (TRUE)  
(_V.O., concurrent_)  
But ready as we were, we could not have expected what we would find when we arrived.

CLOSE ON Sif's face - complete surprise. On the other side of the door are some twenty Einherjar guards. Before Sif burst in, they had been playing cards and drinking. Now she has their undivided attention. Though the scene is still soundless, we can see Sif yell for her comrades. WHIP PAN away from Sif out a nearby window, to the night sky, then...

**27. EXT. MUSPELHEIM PALACE - MORNING (FLASHBACK)**

...WHIP PAN down from the stars to the morning sky over Muspelheim - we're back in the FLASHBACK again. Odin is leading his armies toward Muspelheim, but he draws them up short when he sees his opponents for the first time.

ODIN (TRUE)  
(_V.O., concurrent_)  
What I did not know was that Surtur had already begun to - pervert the fire magic of Muspelheim for his own use. And he had used it to transform the soldiers of Muspelheim into...abominations.

Ahead of Odin is the Muspel army - but they are not Aesir, or Jotun, or human. They are great, horrible creatures - like tigers made of fire and ash and still-glowing coal. There is nothing humanoid left in them. They are TERRIFYING.

**28. INT. VALHALLA GUARD ROOM - NIGHT**

CUT TO the guard room, back in the present. The WARRIORS THREE have caught up with Sif - and for one quiet moment, the two sides stare each other down.

ODIN (TRUE)  
The battle that followed was... not easy.

The MASSIVE BRAWL that ensues is epic, but brief. At the end of it, the guards, who have one and all been knocked unconscious, are lying on the floor - and only Sif and the Warriors Three remain.

**29. INT. MUSPELHEIM THRONE ROOM - MORNING (FLASHBACK)**

CUT BACK to the FLASHBACK, where we see Odin enter the throne room of Muspelheim.

ODIN (TRUE)  
When we finally prevailed, I led my forces directly into the Muspel throne room.

Surtur is there.

Seeing Odin, Surtur begins, quickly, to chant - casting some sort of spell. As he does, his appearance changes. His skin blackens and glows like burnt coals, and the air is charged as he draws magic power into himself.

At the same moment, Frigga rounds a corner and bursts into the room. She has arrived just in time to see -

ODIN  
(_V.O., concurrent_)  
And that was where we found Surtur himself.

Surtur releases the pent-up power in a FIRESTORM - but the explosion that would have killed everyone in the room is stopped by Odin, who uses the spear Gungnir to block Surtur and trap him in a white sphere of light. The fires envelop Surtur - and no-one else. For a long, silent moment, Odin and Frigga look on at this beastly, monstrous incarnation of Surtur - with great sadness.

**30. INT. VALHALLA ROYAL CHAMBERS - NIGHT**

CUT to the present timeline, where Sif and the Warriors Three have made their way to the doorway to the private chambers of Odin, King of Asgard.

ODIN (TRUE)  
(_V.O., concurrent_)  
I did not believe what I had seen.

Cautiously, silently, Sif opens the door.

ODIN (TRUE)  
(_V.O., concurrent_)  
Because he hated me, he did the unimaginable.

On the other side of the door, the royal bedchamber is empty. Odin, obviously, is not there.

ODIN (TRUE)  
(_V.O.. concurrent_)  
Because he hated me -

But something on the bed, opposite the door, catches Sif's eye. Sif steps closer and gets a better look.

ODIN (TRUE)  
(_V.O. concurrent_)  
- he had made himself a monster.

It is Loki's helmet.

CLOSE ON Sif's face - pure rage.

**31. INT. VALHALLA PRISON BLOCK - NIGHT**

The scene breaks back to true Odin and Loki, in the prison block - across the palace from Sif, Hogun, Fandral and Volstagg.

ODIN (TRUE)  
But I stopped him. And I had a chance to kill him then - there, in his own palace.

Loki looks at Odin in disgust.

LOKI  
But you didn't.

ODIN (TRUE)  
He was too much a part of Muspelheim by then. He had connected himself, and his armies, to its magic. If I destroyed him - if I severed that connection - I would have destroyed an entire realm. A part of my kingdom.

Odin shakes his head.

ODIN (TRUE)  
(_continuing, quietly_)  
I was too proud.

LOKI  
So you set him free.

ODIN (TRUE)  
No.

Odin looks at Loki - his face is haunted.

**32. INT. MUSPELHEIM PALACE - MORNING (FLASHBACK)**

The FLASHBACK resumes, showing Odin leaving the throne room and crossing to a balcony, overlooking the capital of Muspelheim. Frigga is beside him.

ODIN (TRUE)  
(_V.O._)  
I turned his own armies against him.

Odin looks out over the defeated, assembled Muspel armies - and addresses them.

ODIN (TRUE)  
(_V.O._)  
I convinced them that he had called me here to help him destroy them, so that he could remake Muspelheim for himself. I told them that I had refused him.

CLOSE ON Frigga's face as she watches Odin. She's troubled: she doesn't agree with what he has done.

**33. EXT. MUSPELHEIM-ASGARD BRIDGE - SUNSET (FLASHBACK)**

The FLASHBACK then shows Odin and Frigga on horseback, leading the Aesir forces back out of Muspelheim, across a bridge of light - like the Bifröst.

ODIN (TRUE)  
(_V.O., continuing_)  
Then I broke the only bridge out of Muspelheim. I locked him in there, with thousands of demons whom I knew were strong enough to make him suffer forever - but not strong enough to kill him.

The FLASHBACK shows that the bridge spans a vast, dark expanse. After the last centurion has crossed the bridge, Odin turns back, and destroys the bridge behind them.

**34. INT. VALHALLA PRISON BLOCK - NIGHT**

LOKI  
(_quietly_)  
And to think that they call me vengeful.  
(_beat_)  
And Thor?

A slow 360-DEGREE TRACKING PAN around Odin's face as he replies. Behind him, out of focus, is Jord - the same woman in green - walking past him in the cell. Not real, of course - just a figment of Odin's imagination.

ODIN (TRUE)  
What I told you is true.  
Thor is not Frigga's son.  
ust as you will always be a part of Jotunheim,  
Thor belongs, at least in part, to Midgard.

The 'ghost' of Jord is gone.

ODIN (TRUE)  
(_continuing, quieter_)  
Whether he knows it or not.

Loki looks at Odin for a long moment, his expression changing rapidly. Finally, he turns to leave.

ODIN (TRUE)  
Loki, wait. I can help you.

Loki does not wait; instead, he makes a small gesture. Odin begins to transform back into the prisoner.

ODIN (TRUE)  
(_continuing_)  
Think about what you are doing. There is still time. Together we can still save this realm.

Loki looks bitter as he replies:

LOKI  
There is nothing here worth saving.


	14. Scene 35

**35. INT. VALHALLA ROYAL CHAMBERS - NIGHT**

CUT BACK to the royal bedchamber, where Sif, Hogun, Fandral and Volstagg are still staring at Loki's helmet. (Sound has returned; we can now hear what's happening.) Sif is still shaking with rage.

SIF  
(_quiet, seething_)  
I will kill him.

FANDRAL  
Let's - not be too hasty.

Sif turns on Fandral.

SIF  
(_emphatic_)  
I should have known. I was there, I had a chance. I should have gutted him where he stood.

Volstagg cracks his knuckles with a loud POP.

VOLSTAGG  
Then let us not waste this opportunity.

Hogun shakes his head; but it is Fandral who speaks next.

FANDRAL  
No. We are not prepared for this. For him.

SIF  
(_still enraged_)  
He is not prepared for us!

Hogun steps forward, toward Sif.

HOGUN  
Fandral is right. We need to regroup.  
(_more directly to Sif, earnest_)  
If we die in this palace, no-one will ever know what we have discovered tonight.

Sif stares at Hogun, and as she does her blind anger subsides - somewhat. She closes her eyes for an instant; when she opens them again she is more composed.

SIF  
You are right.  
(_beat_)  
We must tell Heimdall.

Hogun nods to her.

HOGUN  
Let's go, then.


	15. Scenes 36-39

**36. INT. VALHALLA THRONE ROOM - DAY**

The third guard (from the last Bifröst scene) enters the vast Asgard throne room; the other two guards, dragging Jane, follow close behind. At the same moment, Odin is entering the room from the opposite side.

Odin looks haggard and exhausted. He breaks off when he sees enter with Jane. The third guard drops to one knee and gives the Aesir salute.

THIRD GUARD  
All-Father, forgive the intrusion.

Jane catches sight of Odin.

JANE  
Od- All-Father! This is a mista-

One of the other two Einherjar - the SECOND GUARD - kicks Jane behind her left knee. Her leg gives way, and she drops to the ground in pain.

SECOND GUARD  
Be silent.

Jane looks up at the second guard in anger - but says nothing. Odin's gaze is fixed on Jane, but he addresses the Captain.

ODIN  
Speak, Captain.

THIRD GUARD  
Heimdall summoned us to the Bifröst; we found this woman there.  
(_beat_)  
She may be a spy, All-Father. We would interrogate her.

JANE  
I'm not a spy, you know m-

Second Guard kicks Jane again, this time in the ribs. There is an audible cracking sound. Jane doubles forward, wheezing.

Odin looks to the third guard for a moment, then back to Jane.

ODIN  
There will be no interrogation.  
(_his voice sinister_)  
Put her in a cell.

He turns away, his back to Jane and the guards. In the distance, the first and second guards take Jane away.

THIRD GUARD  
All-Father - there is something else.

ODIN  
(_irritated_)  
What?

THIRD GUARD  
The prisoner had a strange device with her. And a stone...

Odin turns. The third guard is holding out the prototype in one hand, and the small orange stone in the other.  
Upon seeing the stone, Odin's breath catches in his throat.

ODIN  
(_quiet but urgent_)  
Leave them here. And clear the throne room. Send everyone out.

The guard lays the two objects on a table in an alcove near the door; then he gives a half bow and gestures for the other guards to leave.

Odin looks around once before shivering away his appearance and becoming Loki once again. He picks up the stone, and turns it over several times in his hand.

Loki brings the stone close to his face, and whispers:

LOKI  
Vise meg.

Fleeting flickers of green light dance for a moment across the surface of the stone. The surface of the stone appears to burn, and then tiny dark runes appears, as if branded into the surface of the stone. Loki's breath grows quicker as he reads them, the reflection of the stone bright in his eyes.

The runes fade.

Loki considers the stone for a long moment. Then, with one hand, Loki extracts an apple from his pocket and takes a bite. He closes his other, free hand around the stone, and shuts his eyes.

**37. INT. VALHALLA THRONE ROOM - NIGHT**

When Loki opens his eyes again, he is standing in the same dark alcove, next to the same table. Ahead of him, with her back to him, there is a woman dressed in gold and red armor, a long braid of black hair hanging down her back. It's Sif.

She's speaking:

SIF  
...leader - a great, terrible giant - the likes of which I have never seen.

Listening to her, Loki lays the half-eaten apple down on the table and looks at it for a thoughtful moment. He then looks past Sif, and sees a figure, its back turned to her. The figure begins to turn around.

Loki doesn't wait; he closes his hand around the stone again, and closes his eyes.

**38. INT. VALHALLA THRONE ROOM - DAY**

Loki reappears again in the throne room, in the present timeline. The instant he reappears, he clutches at his chest and groans in pain. Clearly something about using the stone took a toll on him. But even as Loki is doubled over in pain, he sees - on the table next to him.

CLOSE ON the withered remains - of the SAME half-eaten apple.

It worked. It was real.

Loki closes his hand around the stone again.

**39. EXT. EMPTY ASGARD - SUNSET**

This time, when Loki opens his eyes he is standing on a high hill overlooking a vast expanse of low grass and trees. The earth here and there has been scorched black, as if burnt away in places.

The skyline is familiar, and Loki sees it. This is Asgard, if only every living creature and standing structure had been plucked away. Only mountains, trees and water remain. He is stricken, deeply disturbed by what he sees: or more accurately, by what he doesn't see.

He is afraid.

LOKI  
(_whispering, to himself_)  
What happened here?

Loki looks up at the sky - above the setting sun, it is streaked with sickly gray-green clouds, and the air smells acrid. He hears a noise behind him, and turns to look. A few hundred feet downhill, Loki sees that the hill on which he is standing gives way to a small, round clearing.

In the clearing there is a small pool of water and a smattering of trees - still smoldering, clearly only recently burnt.

And tethered to one of the smoldering trees is a familiar figure - him, in his true form as Loki.  
He is badly wounded, and is covered in dirt and blood.  
He is nearly dead.

But Loki-on-the-tree is not alone. A tiny figure is running toward him from some distance. It is Jane Foster - the human prisoner.

She is freeing him from the tree.  
She is helping him.

Loki-on-the-tree looks up - first at Jane, and then past her - at himself. Following his gaze, Jane begins to turn too. Loki quickly closes his hand around the stone again, and shuts his eyes.


	16. Scene 40

**40. EXT. VALHALLA ORCHARD - NIGHT**

CUT TO Odin, hurrying out of the throne room and striding quickly and breathlessly down a long, steep staircase to a narrow walkway that weaves through his parents' orchard. The grove is filled with low, wide trees with silver leaves and golden apples hanging heavy from every branch. They have been planted in a gentle semi-circle around a round pool of bright, clear water.

Odin stops in his tracks. These are clearly the same trees, and the same pool, that he saw moments ago in empty Asgard.

And he knows it.

Still stopped, Odin looks down to see fresh red blood on the chestplate of his armor. He lifts his hand to his face, and draws it back to find that his nose has been bleeding. Without hesitation, he sheds Odin's appearance and is Loki once again.

Loki is still stopped, halfway through the moonlit orchard when he hears a familiar voice.

FRIGGA  
(_O.S._)  
Hello, Loki.

Loki turns to see FRIGGA, his mother, alive and sitting on a low limb of one of the trees. On her lap, she holds a golden apple in both hands. He is stricken. His eyes fill with tears, but he blinks them away.

LOKI  
(_whispers_)  
It cannot be.

Frigga speaks - her voice is familiar, but hollow and ethereal at the same time.

FRIGGA  
(_smiles sadly_)  
It is not. You of anyone should know not to trust what you see.  
(_gestures to the branch next to her_)  
Sit with me, Loki.

He doesn't.

LOKI  
Who are you?

Frigga turns the apple over in her hands, and it gleams in the blue moonlight. Loki watches her intensely. She looks up at the night sky for a long moment, and then shakes her head sadly.

FRIGGA  
It has been so long. I cannot remember what your people call me.  
(_smiles_)  
Humans simply call me Death.

Loki's face flickers with fear, and he lunges for Frigga's throat with one hand. ...but his hand passes through her. He draws his hand back as if it had been burned. She now has his complete attention.

LOKI  
This is some jotun magic.  
Who are you?  
Who sent you here?

Frigga raises both hands to him in a gesture of mock surrender. She is still holding the apple in one of them.

FRIGGA  
I am no frost giant. And no-one sent me. At least hear me out before you try to kill me again. I came only to give you a warning.

LOKI  
(_narrows his gaze_)  
A warning?

FRIGGA  
I know that you met the Other - and his master.

As Frigga speaks, bright golden seams appear along the apple, and it divides into six even pieces.

LOKI  
Thanos.

FRIGGA  
I know that you know how persistent he can be. How convincing.  
(_pityingly_)  
How... ruthless.

Frigga makes a small gesture with her hand, and the six pieces of the apple rise into the air and drift apart from one another.

FRIGGA  
(_continuing_)  
Even as we speak, Thanos assembles a weapon of great power. He gathers its pieces from across the nine realms - and beyond. Some pieces, you may remember better than others.

One of the six pieces glows a bruised purple-blue. Loki's jaw tightens as he looks at it.

LOKI  
The Tesseract.

FRIGGA  
Even so. You tried to help him find it once,  
because doing so served your own ends.  
He entrusted that task to you - and you failed him.

Frigga plucks the blue piece from the air with one hand, and opens one of Loki's hands with the other. She presses the piece into his open palm, and closes his hand over it.

FRIGGA  
(_gravely_)  
He won't make the same mistake twice.  
He has already found his next servant.

LOKI  
Surtur.

Frigga nods.

FRIGGA  
Surtur has already raised an army.  
And that army will destroy every living thing in Asgard to get Thanos what he wants.

Loki hesitates. The camera is focused on Loki's face - but behind him, for just a moment, the scenery morphs back to the same burnt, lifeless emptiness he had seen moments before. Was his second 'jump' a premonition of Surtur's attack?

He pushes the thought aside.

LOKI  
(_cold - but unconvincing_)  
The destruction of Asgard is not my concern.

Frigga's gaze narrows.

FRIGGA  
I wonder - do you really mean what you say? How highly do you value your vengeance?

She crouches in front of Loki, and opens his hand with both of hers. The blue apple piece is gone, replaced by an half-eaten, withered chunk of fruit, like the apple he had left behind in the throne room.

Loki closes his hand over it again.

FRIGGA  
Is it worth every life in Asgard? Or, for that matter, in the universe?  
(_leaning toward Loki_)  
I know you love invention, and illusion, and mischief, and chaos.  
But do you really love death?

Loki stares at her, his knuckles white as he grips the piece in his hand even more tightly.  
The gravity of the situation is dawning on him.

At length, he speaks:

LOKI  
The Tesseract isn't here.

Frigga leans back almost imperceptibly. In some small way, she may have gotten through to Loki.

FRIGGA  
He doesn't know that. And in any case, the Tesseract isn't the only piece he seeks.

Frigga inclines her head slightly toward him, looking at the orange gem hanging from a cord around his neck. Loki looks down at it only briefly. He tucks it out of sight.

FRIGGA  
You know its power, don't you?  
You can guess what he would do with it.

Loki looks down as the memory of an empty, dead Asgard comes rushing back to him. He looks back up at Frigga.

LOKI  
Then I hide it. Some place beyond his reach.

FRIGGA  
(_shakes her head_)  
There is no - place - beyond his reach.

Frigga gives him a significant look. Loki is bewildered, but interested - intently focused on her.

LOKI  
Why are you telling me all this?

FRIGGA  
(_inhales deeply_)  
I feel responsible. What he does, he does for me.  
But he misunderstands my purpose.  
He doesn't see that there is a balance to these things.

She makes a small gesture, and the remaining pieces that had been floating in front of her melt into white ash and blow away, one by one.

FRIGGA  
(_continuing_)  
It is not irrational and absolute, you see. It has a logic.  
Some creatures live and thrive. Others wither and die.  
And we find a way to bear it -

Frigga reaches out and touches Loki's cheek.

FRIGGA  
(_continuing_)  
- even when it seems that we cannot.

Loki's eyes are full of emotion, but he does not speak. He only watches as Frigga rises up and turns to leave.

FRIGGA  
You cannot try to change the past, Loki.  
That will only bring you grief.  
But you can still safeguard the future.

Frigga rises and turns to leave.

FRIGGA  
(_continuing, over her shoulder_)  
You always have a choice.

She walks past the last tree in the orchard - and does not emerge on the other side. 'Frigga' is gone.

Loki watches the place where she had last been for a long moment before he rises. Rather than continue on to the opposite building, he walks to the edge of the orchard, where a wide balcony overlooks the city.

Looking out across the city, Loki sees fires and fighting - no longer at a great distance, but now closer and closer to the heart of the city itself. The sounds of battle can be heard even from here - here, where the Einherjar still have Loki's orders to stand their ground, and not to go out and assist.

CLOSE ON Loki's face as he takes it in - and then with a deep breath transforms into Odin.


	17. Scenes 41-44

**41. INT. VALHALLA PRISON BLOCK - SUNSET**

WIDE SHOT of Jane, pacing back and forth in her cell. She paces back and forth at least three times - then before the next pace, Odin appears on the other side of the forcefield.

Jane freezes in place.

Odin studies Jane for a long moment, with a look that is neither hostile nor friendly - but bewildered and strange. At length, he speaks:

ODIN  
Jane Foster. I have some questions for you.

JANE  
(_angry_)  
No. I have some questions for you.  
Tell me why I'm being kept prisoner.

ODIN  
(_laughs wholeheartedly_)  
You are surprisingly brave, for someone whose situation is so precarious.

JANE  
I'm not afraid of you. Tell me why I'm here.

ODIN  
I will be honest with you, if you will be honest with me. Is that a fair bargain?

Jane pauses, then nods, still staring at Odin. As she looks on, his appearance shifts and changes - he is Loki once again. He absolutely looks like hell.

The blood drains from Jane's face.

JANE  
Thor said you were dead.  
(_shaking her head_)  
You WERE dead. Did - did you kill Odin?

LOKI  
No.

JANE  
_(still disbelieving_)  
I still - he went to your funeral.  
He mourned you.  
(_beat_)  
I think he mourns you still.

LOKI  
(_with a sad, distant expression_)  
I know.

JANE  
(_continuing, accusingly_)  
Not that you deserve it. You're a murderer, and a monster.

Loki narrows his gaze at Jane.

LOKI  
Is that what my brother says about me?

JANE  
No, it's what I say about you.  
(_flabbergasted_)  
Thor believed the best of you. Even after all that destruction and all those deaths, he still couldn't believe that you were trying to take over Earth. He said that it seemed -

LOKI  
- unlike me?  
(_laughs_)  
He's right, you know. I'm noone's hero - but I never wanted to rule Midgard -

JANE  
(_interrupting, hoarse and tired_)  
Earth. It's called Earth.

He presses the heels of his palms into his eyes.

LOKI  
(_continuing, wearily_)  
I never wanted to rule Earth.  
Believe me, nothing interests me less.

JANE  
(_savagely_)  
Tell that to your victims.  
Tell that to their families.  
Tell it to Erik, you son of a -

Loki looks up suddenly, seizing on Erik's name. He interrupts her:

LOKI  
Erik Selvig. Did he ever tell you what it was like, having the Tesseract inside his mind?

Jane shakes her head and opens her mouth to say something, but Loki cuts her off.

LOKI  
(_with intensity, his eyes unfocused_)  
It is like a hunger, inside your mind.  
Every fleeting craving becomes an urgent need.  
Every base impulse becomes a justifiable desire.  
And every old scar becomes a fresh wound.  
_(looking back at Jane_)  
When the stone is with you, you WANT to use it -  
even if using it mean betraying every good thing you ever had.

Jane is pale.

LOKI  
(_looking back at Jane with interest_)  
You know what I mean, don't you?

She says nothing, but looks troubled.

LOKI  
Where did you find your stone?

Jane is silent for a long time. Her expression becomes gradually less angry - but more unsettled.

JANE  
(_her voice dull_)  
Thor found it. In a cave, on Earth.  
I don't know - why he even went there.

LOKI  
(_looking away_)  
It called him. That cave is where he was born.

This seems to shake Jane out of her reverie.

JANE  
What?

LOKI  
Thor was born on Mid- on Earth.

JANE  
But Frigga -

LOKI  
Frigga is not his mother. Nor, for that matter, is she mine.

Jane studies Loki before speaking.

JANE  
I saw you, you know. When she visited you in prison.

Loki looks at her - puzzled.

JANE  
(_continuing_)  
You might not have thought of Frigga as your mother -  
but she never stopped seeing you as her son.

LOKI  
(_dismissively_)  
You know nothing of it.

JANE  
(_defiantly_)  
I know plenty. I was in the room.  
I saw what you said to her.  
You broke her heart and still she begged Odin to set you free.

Loki turns back toward Jane. His expression is pained.

LOKI  
I don't believe you.

JANE  
I don't care. It's the truth.

He looks at Jane, haunted, for a long moment.  
His gaze flickers a little, as if he's considering something.

At length, Loki speaks again:

LOKI  
The stone. Have you used it?

JANE  
Well, I suspected it might be a power source.  
It turns out that was right. I used it to power my prototype, which opened a br- a Bifröst, of sorts.  
(_gestures vaguely around her_)  
And brought me here.

LOKI  
(_intensely interested_)  
You built your own Bifröst? So you didn't use the stone to -

BOOM! In the distance, there is a tremendous explosion. The walls of the cell rattle, and Jane winces.

JANE  
What was that?

LOKI  
Asgard is under attack.

JANE  
I saw, when I arrived. But who -

LOKI  
(_distantly_)  
His name is Surtur. He is what humans might call a demon.

He turns back to Jane and studies her face - evaluating her, or, at least, evaluating something - before he speaks again.

LOKI  
Asgard faces its destruction, Jane Foster.  
I hope that when the time comes, you will not forget who the real enemy is.

Loki reaches out to touch the forcefield, and it melts at his touch, disintegrating into bits of white ash that spin in the light and disappear.

LOKI  
You're free to go.

Jane looks at Loki in disbelief.

JANE  
How do I know you won't kill me the minute I step out of this cell?

Loki leans forward toward Jane, supporting his weight with one hand on the cell wall. His expression is sincere.

LOKI  
(_quietly_)  
I swear on my life, I will not harm you.

Jane stares at Loki with suspicion - and interest.

JANE  
I don't understand. Why are you doing this?

He does not answer, but instead gestures down the hall.

LOKI  
Your device is there. And your stone - will be right where it should be.

Jane studies Loki for a long moment - with an expression of disgust and hate - and sympathy - and interest.

JANE  
You're not what I thought you were.

Loki turns to walk away.

LOKI  
(_over one shoulder_)  
I take that as a sign of great hope.

The shot follows Loki until he reaches the cell of the dark elf prisoner - the true Odin.  
The prisoner is asleep on his bed. Loki stops at his cell, and touches the force-field just as he had touched Jane's - it melts away.

LOKI  
Wake up. Wake up, Fa- Odin.

Loki shakes the prisoner by the shoulder, but there is no response.  
There is a long, slow moment during which Loki reacts.  
At length, he steps slowly away from the prisoner.

**42. INT. VALHALLA HALLWAY - SUNSET**

CUT TO Loki, bursting out of the prison block through the double doors. The prison guard standing sentry reacts with surprise.

LOKI  
My father has fallen into the Odinsleep.  
And I have returned to lead in his place.

PRISON GUARD  
(_stupefied_)  
But we had a funeral - my lord. You were dead -

LOKI  
Not quite yet. Carry my father to his chamber, and tell Heimdall to sound the horn.  
(_beat_)  
I will lead the Einherjar in Asgard's defense.

The guard stares; the camera follows Loki as he walks away. As Loki passes there is a glimpse of Sif crossing, unseen, in the shadows, going in the opposite direction - past the guard, into the cell block. The camera follows her as she approaches -

**43. INT. VALHALLA PRISON BLOCK - NIGHT**

- Jane's cell. Jane is still pulling on her white lab coat when she hears a whispered hiss outside the cell.  
It's Sif - no longer in red and gold, but in an elaborate armor made of some kind of black metal. Her sword is drawn.

SIF  
Jane Foster! Stand back - I am going to break the cell wall.

JANE  
No, wait a -

Sif does not stop - she swings the blade high, and brings it all the way to the floor, with a tremendous crash.

SIF  
(_perplexed_)  
There - there is no wall.

Jane sighs.

JANE  
Right, that's - what I was trying to say.

SIF  
(_breathlessly_)  
I will not question good luck.  
Heimdall told me that you were here.  
I have come to free you.  
There is not much time to explain, but I will try.

Sif re-sheathes her sword as she speaks:

SIF  
(_continuing_)  
Odin is not Odin - he is Loki.  
He has killed the All-Father, and I am sure he has killed Thor as well.  
(_savagely_)  
Now he leaves Asgard defenseless against its enemies.  
I mean to take the throne from him and lead our troops in battle.

JANE  
(_perplexed_)  
I know who he really is.  
But I don't think he plans to let Asgard be destroyed.  
And I don't believe that he's killed Odin.  
And in any case, he certainly hasn't killed Thor.

SIF  
What?

JANE  
Thor's on Earth. Very much alive.  
(_looking chagrined_)  
Though at this point, I imagine he's pretty pissed.

SIF  
Guder! We must get him and bring him back here.

JANE  
I couldn't agree more. And I have just the way to do it. Come on.

She leads Sif back down the hall to a table short of the door.  
The prototype is there - but the stone isn't.

In the distance, there is a single, clear trumpet's blast: a call to arms.

JANE  
(_muttering_)  
Shit. "Right where it should be," huh?  
(_louder, to Sif_)  
I'm sorry. I can't make it work without - it's missing a piece.  
Is there any other way to get to Ear- Midgard, from here?

SIF  
(_thinking a moment_)  
There is the Bifröst. But it is closed. And opening it will be - dangerous.  
(_looking skeptically at Jane_)  
Can you run?

Jane gives a fleeting look to her still-cracked ribs, but laughs a little and shrugs it off.

JANE  
I'm a human whose best friends are superheroes.  
I may not be much for a fight - but you can BET I know how to run.

WIDE SHOT of Sif and Jane running across the parapets of Valhalla, just as the sun is beginning to rise. The camera doesn't chase them, it drops down to an archway below them to show -

**44. EXT. ASGARD COURTYARD - BEFORE SUNRISE**

- Loki, standing in shadow, looking out across a wide, open yard where Einherjar are gathering. The spear Gungnir is across his back, and he is locking the last few pieces of his armor in place - preparing to walk out to his troops. A face, lit by two glowing gold eyes, emerges out of the darkness behind Loki. Shortly after that, a knife is at Loki's throat.

It's Heimdall.

HEIMDALL  
Do - not - move.

LOKI  
Heimdall.  
(_swallowing almost imperceptibly_)  
You forget your promises.  
You are sworn to obey me.

HEIMDALL  
I am sworn to obey the King of Asgard. You are no-one's King.

LOKI  
I am King of Asgard - and an oath is an oath.

HEIMDALL  
An oath of honor - not magic. Sworn to your father.  
Any promise I made to you died with him.

LOKI  
You are wrong; my father lives.  
(_insistent_)  
Look in the palace. You who see so far can see that what I say is true.

Heimdall's gaze fixes on something in the distance. A moment later, it returns to Loki.

HEIMDALL  
It does not matter. You left your people defenseless in the face of an army that threatens to destroy this realm, even now.

LOKI  
A mistake I will remedy, if you let me.  
(_beat_)  
I asked you to sound the horn, didn't I? Why would I lie now?

Heimdall hesitates, and drops the blade from Loki's throat.  
Slowly, Loki turns to face Heimdall.

LOKI  
Thank you.

HEIMDALL  
(_coldly_)  
Do not thank me. I am not on your side.

LOKI  
(_smiling a little_)  
I will take what I can get.  
(_beat_)  
Tell me of the Bifröst.

HEIMDALL  
It is open - for now - and the Warriors Three stand guard.

Heimdall looks off into the distance again, for a brief moment.

HEIMDALL  
(_continuing_)  
Sif took Jane Foster through it.

LOKI  
To Earth?

HEIMDALL  
(_raising his eyebrows_)  
To Midgard, yes.

LOKI  
(_laughs_)  
One piece of good news, at least.

Heimdall narrows his gaze and looks at Loki in confusion.

LOKI  
(_continuing_)  
I will explain later. For now - Asgard needs your sight - and your sword. Will you fight with me?

Heimdall lifts his chin a little, his gaze still fixed on Loki. He is wary - but he cannot refuse.

HEIMDALL  
I will.


	18. Scenes 45-46

**45. EXT. ASGARD BOULEVARD - SUNRISE**

HIGH ANGLE on Loki and Heimdall, leading the Einherjar down the wide main boulevard of Asgard (city) toward the edge of the city, where buildings and streets give way to a wide field beyond - Oskopnir.

**46. EXT. OSKOPNIR FIELD - SUNRISE**

Loki and Heimdall ride through to the front of the Einherjar line, at the crest of a high hill overlooking Oskopnir field. The sun is rising behind them as they look out across the field. In the far distance, a great black wave of Surtur's demons is thundering toward them.

Loki pulls the stone - still on a cord around his neck - out, and turns it over in one hand.

LOKI  
(_to Heimdall_)  
Can you see where they are coming from?

Heimdall looks into the dark, still-starry distance.

HEIMDALL  
I cannot. Their leader hides himself from me -  
(_giving Loki a sidelong look_)  
- as you once did.

Loki tucks the stone back into the folds of his armor.

LOKI  
Then we have no choice - we will fight them here and now.

VOLSTAGG  
(_O.S._)  
Not without us, you won't.

Heimdall and Loki both turn to see Volstagg, Fandral and Hogun - the Warriors Three - riding to the front of the line to join them.

FANDRAL  
(_bringing his horse up alongside_)  
I have to say, I never in a thousand years imagined I would fight alongside the god of mischief.

VOLSTAGG  
(_gruffly_)  
We will not be fighting with him.  
We will be fighting...near him.

LOKI  
But how did you -

FANDRAL  
A little bird told us.

Volstagg gestures to Heimdall - epic, statuesque, and clad head to toe in gold armor.

VOLSTAGG  
Well, a giant, golden, deadly bird told us.

Loki looks at each of the three Warriors in turn.

LOKI  
I am - surprised.

VOLSTAGG  
It was the Midgardian.

HEIMDALL  
(_by way of explanation_)  
Jane Foster.

FANDRAL  
She convinced us.

HOGUN  
...Not all of us.

Loki and Hogun exchange a look, but Hogun says nothing more.

Heimdall cuts in:

HEIMDALL  
We do not have much time.

LOKI  
Then sound the horn.

Heimdall raises Gjallarhorn and sounds the charge - two long, clear blasts. HIGH WIDE SHOT of Loki, Heimdall, the Warriors Three and the Einherjar, as they fan out to face Surtur's demons. The creatures are spilling over the distant hills like an endless black flood.

At the sound of Heimdall's horn, the Einherjar charge, moving at full speed - both on foot and on horseback - toward Surtur's army. AERIAL and WIDE PROFILE SHOTS as the Einherjar and the Surtur demons collide.

An epic battle ensues between the Einherjar and Surtur's army.

In one shot, four demons overtake an Einherjar on horseback. The creatures first swarm the soldier's horse and maul it, bringing it down to the ground. They then overtake the soldier, bring him down, and begin to tear him apart.

From some distance, Volstagg rides toward this cluster of demons and rides through, dispatching two with a figure-eight like swing of his great axe. As Volstagg cleaves into the second one, a third - seemingly from out of nowhere - leaps on his back and wrenches him to the ground. Volstagg is knocked from his horse, and his axe goes flying.

Volstagg manages to hold the demon at an arm's length with one hand as it snaps ever closer to his face - once, twice. Then, just as the thing seems ready to tear his face off, it is suddenly knocked straight sideways by a blunt force:

Hogun's mace.

There's no time for any witty exchange: Hogun looks up from Volstagg to see

- an enormous demon, some two or three times the size of the others, sink its teeth into the back of an Einherjar centurion nearby. The creature shakes the Einherjar one way, then the other, before sending the bloodied soldier flying at speed through the crowded battlefield.

Some distance away, the body slams into another Einherjar, who has raised his shield just in time to avoid the worst of the strike.

[More scenes of battle between the Einherjar and the demons follow.]

In another shot, a demon is attacking Fandral, who is armed with a rapier in his right hand, and a dagger in his left. The demon lunges at Fandral twice; each time, he dodges or spins away. The third time, the creature - realizing it may never catch Fandral - digs its claws into the earth and BREATHES FLAME at him.

Fandral drops low and rolls toward the demon, though not before suffering severe burns down the right side of his face and right shoulder. He rolls forward until he is on his feet again, and slashes at the demon with his dagger. Fandral drives the demon back a foot or two, until he has enough distance to thrust his rapier into the demon's left eye. The demon recoils in pain, giving Fandral a moment to to drive the dagger up from below, through the demon's jaw.

In another scene, the camera descends on Loki and Heimdall, who are standing back to back with their weapons drawn. Around them, a wide circle of demons draws ever closer. Heimdall doesn't wait for the creatures to close in on him. He raises the great sword Hofud over his head, and, running toward the nearest one, shouts:

HEIMDALL  
(in Aesir)  
Dauthr til ovinr! (Subtitle: "Death to our enemy!")

Heimdall brings the sword down on the nearest demon, cleaving it in two and slamming the sword into the earth with a deafening crash.

At the same time, another demon leaps at Loki. There is no time: Loki throws his two curved blades to the ground and leaps forward INTO the creature's attack, seizing it by the neck with his bare hands.

As Loki digs his fingers into the black fur below its ears, bolts of bright green lightning surge out from his hands and arc around the creature. The demon contorts itself in terrible spasms of pain, until Loki finally releases its dead body to the ground with a heavy thud.

There is no sound - only a faint, dull ringing, as if a grenade has gone off and the viewer has been temporarily stricken deaf. A slow-motion 360-DEGREE TRACKING PAN centered on Loki's face establishes the breadth of Oskopnir field all around him - burnt and strewn with bodies, both demonic and Aesir.

Loki is battered and bruised - but alive.

Sound returns with the bright, loud call of a horn. There is a hand on Loki's shoulder, shaking him - and a voice, distant but getting louder and more distinct with each repetition.

It is Heimdall.

HEIMDALL  
Loki.

Loki had been looking down at the lacerated demon corpse at his feet; he now looks up to see Heimdall.

LOKI  
Heimdall.  
(_coming to his senses_)  
What do you see?

For an instant, Heimdall looks past - or through - Loki.

HEIMDALL  
This was only the first wave. Twice again as many approach, even now.  
(_gravely_)  
We have already lost more than two-thirds of our fighters here.

Heimdall turns to Loki.

HEIMDALL  
(_continuing_)  
There is no place to run. We are doomed.

Loki looks out across the battlefield - littered with the smoldering remains of Surtur demons and Einherjar soldiers. In the distance, the Warriors Three are wading through the bodies, looking for survivors. They do not appear to be having much success. Loki looks back at Heimdall.

LOKI  
Not yet, we're not.

He reaches into his vest, and pulls out the orange stone.

LOKI  
(_continuing_)

But we need to get to the Bifröst – and quickly.


	19. Scenes 47-48

**47. EXT. TROMSØ LABORATORY - DAY**

Amidst the fury of the Bifröst storm, Sif and Jane drop to the snowy ground just outside the Tromsø laboratory. They clamber to their feet as the Bifröst quickly recedes, the hole in the sky closing up behind it. The Bifröst runes burn black in the snow all around them.

They gain their bearings and hurry inside.

**48. INT. TROMSØ LABORATORY - DAY**

The double doors burst open, and Jane and Sif run down the hall toward the hangar. Darcy leans out of the kitchen to see what made the noise.

DARCY  
Jane!

She squints at Sif.

DARCY  
Xena?

Jane and Sif stop just short of Darcy. Jane is breathless.

JANE  
Darcy. Sif. I think you met back in Puente Antiguo.

DARCY  
(_in a sing-song voice_)  
Well, we didn't get much of a chance to chat, what with the wormholes in the sky, and the flying space hammers, and the giant flaming death machine...

SIF  
Where is - ?

Not a moment later, Thor rounds the corner into the small kitchen, with Erik and Intern close behind him.

SIF  
(_exuberant_)  
Thor! I am glad that you are not dead.

THOR  
What has happened?  
Where have you two been?

SIF  
In Asgard. We returned by the Bifröst, thanks to Heimdall.

ERIK  
(_to Jane_)  
But how did you get there?  
(_his eyes widen_)  
You got the prototype to work?

JANE  
I did.  
(_nodding to Thor_)  
Thanks to that stone that Thor found. And what's more -

SIF  
(_interrupting, to Thor_)  
Your brother lives.

Thor is confused and stricken. He shakes his head.

THOR  
That cannot be. I - I saw him die.  
My father and I sent his body over Franang's Falls.

SIF  
It was jotun trickery. He sits on the throne even now, disguised as your father.

Thor's eyes well up. He doesn't care what Loki has done; he's just glad that his brother is alive.

THOR  
(_persistent_)  
But he does live.

SIF  
(_irritated_)  
As a false and treacherous king.  
Who took Jane Foster prisoner.

JANE  
(_to Sif_)  
No, he didn't. I mean - yes, he did, but then he set me free, and gave me back the prototype.  
(_to Thor_)  
This will sound crazy, but I think he's on our side now.

ERIK  
(_quietly_)  
Jane, he's the god of trickery and lies. I'm sure he wants you to believe he's on your side -

JANE  
I know what happened to you but - I think things are different now.

SIF  
Things aren't different at all.  
Loki means to let Asgard to be destroyed.

THOR  
Asgard is under attack? By whom?

SIF  
By strange creatures, made of metal and fire.  
Their leader is like them - a fire creature - but is as great as a giant.

ERIK  
(_in a whisper_)  
Surtur.

JANE  
(_to Erik, with interest_)  
Yes. That's what Loki called them.

SIF  
(_to Erik_)  
You have seen it before?

ERIK  
In a manner of speaking. Let's see...

Erik pulls a small, square, leatherbound book from his pocket. He also plucks his glasses from his collar and perches them on his nose.

ERIK  
(_continuing_)  
Here it is:

"From the south comes Surtur,  
With a blazing fire brand.  
Mountains dash together,  
Giants tremble in fear,  
Heroes go the way to Hel,  
And heaven itself is torn in two."

DARCY  
'Heroes go the way to hell?'  
That sounds pretty bad, guys.

SIF  
(_to Erik_)  
What is that?

Erik closes the book and plucks the glasses from his nose. He is clearly delighted to be able to read from the Edda to an honest-to-goodness Aesir.

ERIK  
The Prose Edda. The stories that we on Midgard told about life on Asgard.  
(_chuckles_)  
It's remarkable how accurate they are.

SIF  
(_fascinated, to Erik_)  
Really? What does it say about -

THOR  
(_interrupting, to Jane_)  
Enough. There is no time. We must go back. Can you take me?

Jane opens her mouth to say something, but shuts it again - her face is full of dismay.

ERIK  
(_glancing at the opened prototype_)  
You don't have the stone.

SIF  
Loki took it.  
(_to Jane)  
_Hardly the actions of someone who is on 'our side'.  
Shouldn't he have simply given it to you?

Jane's expression falls as she, for the first time, considers that she may be wrong.

JANE  
I don't know. It doesn't really make sense -

DARCY  
(_to Erik_)  
Where are these stones even from?

THOR  
They are relics - magical items with unique powers.  
According to legend, when they are united as one, the bearer of the stones is like a true god.  
All-knowing, and all-seeing.

SIF  
Which, of course, is why we decided to send one of the stones away.

ERIK  
(_to Sif_)  
Away? To where?

In the background, Sif explains her trip to the Collector to Erik and the others. Jane, meanwhile, has been pacing back and forth, massaging her temples, muttering repeatedly to herself. Suddenly, she looks up with an expression of dawning realization.

JANE  
'Right where it should be.'

Jane abruptly, almost manically, laughs.

DARCY  
Oh geez. Here we go.

INTERN  
(_to Darcy, in a whisper_)  
Does she need food again?

JANE  
(_shaking her head_)  
No, you don't understand. When Loki freed me he said that the stone would be 'right where it should be.'

Jane pauses, clearly hoping the others will understand her.  
Sif and Thor exchange a worried glance. Erik catches on.

ERIK  
He hid the stone.

JANE  
(_nodding enthusiastically_)  
In the only place where he knew we would look for it.

ERIK  
Because you already found it there.

Jane turns to Thor.

JANE  
Can you take me to that cave?

ERIK  
Now wait just a minute. You're not going alone.

SIF  
I agree. If you're going to Asgard, you will need all the help you can get.

JANE  
We may need it, but the prototype only creates a bubble of a certain size. I could bring one other person safely, but beyond that -  
(_she grimaces_)  
- beyond that, we'll start dropping hands and feet on the way. I can only take two.

SIF  
Then send Thor and I.  
We are warriors. You are not.

JANE  
I would. But the device is coded so that only I can use it.  
(_earnestly_)  
It would take hours to reverse that programming - and that's time we just don't have.

Erik gives Jane a look that only she sees - disbelief. She didn't 'code' anything and he knows it.

But THEY don't.

Jane ignores Erik:

JANE  
(_continuing_)  
Once we're through, we'll open the Bifröst from the other side, and bring you all there.

THOR  
Jane, we must go.

Thor begins to leave. Jane does too, until Sif catches her arm.

SIF  
Wait, Jane Foster. Take these.

Sif draws a small bag out from the folds of her cloak, and presses it into Jane's hand.

SIF  
(_awkwardly_)  
Someone very - important - to me gave me these. They are for healing.  
Thor can explain.

Sif takes Jane's forearms in her hands, and speaks earnestly:

SIF  
Good luck, Jane.

JANE  
Thank you, Sif.

Jane gives a half-smile to Sif, Erik and the others.

JANE  
Just wait. We'll be back in no time.

Jane leaves.


	20. Scene 49

**49. EXT. ASGARD BIFRÖST - DAY**

The camera descends on Loki and Heimdall on horseback, riding toward the Bifröst at great speed. As they approach the cliff's edge, they come to a stop.

Loki removes his helmet, and turns to Heimdall.

LOKI  
We do not have much time. Heimdall - if the dome and the bridge of the Bifröst were not here, it would still be possible to travel to Midgard, is that right?

HEIMDALL  
(_frowning_)  
If the bridge was 'not here'?

After a split-second, Heimdall seems to realize that Loki's question is in earnest, and he responds:

HEIMDALL  
(_continues_)  
No. There was magic here before the Bifröst, but without the bridge that was built by Aesir, there is no gate to Midgard.

Loki doesn't miss a beat. His tone is urgent. Beyond him, Surtur's armies are already filling the sky, descending toward Asgard.

LOKI  
Then what other way is there to Midgard? What other passage?

Heimdall shakes his head.

HEIMDALL  
To Midgard? No - not that I know -

LOKI  
(_interrupting, desperate_)  
There are hundreds of passages to the other realms. There must be another way to Midgard. You see everything, you MUST know.

HEIMDALL  
(_firmly_)  
There is no other way.

Loki's face is stricken. He casts his gaze around, his mind racing to think of another solution.

HEIMDALL  
(_continuing_)  
Except that.

Heimdall nods to Loki's shoulder.

LOKI  
Except what?

HEIMDALL  
The spear Gungnir. The All-Father used it to send Thor to Midgard once. It is like a gate.

Loki turns his head, giving the spear - still at his back - a brief, apprehensive glance.

LOKI  
(_to himself_)  
I hope it works.

HEIMDALL  
But why do-

LOKI  
There is no time to explain. I am sorry.

His helmet still in one hand, Loki reaches into his armor with the other hand and grasps the orange stone.

LOKI  
(_continuing_)  
I will see you soon, my friend.

The sky is filling with Surtur's armies - they are now only seconds away from the parapets of Valhalla.

Grasping the stone, Loki closes his eyes.

In the next moment, the camera PANS across a terrific vista - a prolonged EFFECTS EXTRAVAGANZA. One by one, every single building in Asgard shimmers and then suddenly thunders OUT OF EXISTENCE. Every person and creature and tree shimmers too, and then disappears.

Heimdall, just having opened his mouth to protest, shimmers, and then with a BOOM is gone.

And just as the first fire-breathing creature is about to slam into the parapets of Valhalla, Valhalla itself disappears.

The camera comes full circle back to Loki - who draws the spear Gungnir from over his shoulder.


	21. Scene 50

**50. INT. NORWAY CAVE - DAY**

CUT TO Thor and Jane, dropping through a snowy gap in the earth, into the same cave where Thor had first found the orange stone. They run until they reach the exact spot.

THOR  
This is where I -

Thor stops short as he approaches the wall into which the stone had been set. The stone is there again - set high up in the wall - just as if it had never been taken. And just below it, glinting in the stone's reflected light, is Loki's horned helmet.

THOR  
(_whispering_)  
Mikill Wotan.

JANE  
I knew it.  
(_to Thor_)  
Can you get it?

As Thor plucks the stone from high up on the wall, Jane picks up Loki's helmet, and turns it over in her hands. It is surprisingly light.

THOR  
Here.

As Thor turns to Jane, he sees the helmet in her hands, and they catch each other's eyes for just a second.  
Jane takes the stone from Thor:

JANE  
Thanks.

Jane sets the helmet down and opens up the side panel on the prototype.  
She carefully re-inserts the stone, and a series of small green LEDs on the prototype light up in succession.  
Jane picks up Loki's helmet again, by one of its horns. She looks to Thor.

JANE  
Are you ready?

THOR  
Always, Jane Foster.

Jane wraps one arm (still holding the helmet) around Thor's waist; with the other, she presses the green button on the prototype's palm. The same three RED led lights slowly come on, in succession. The same familiar wind-up sound is heard.

A shimmering bubble blossoms around them.

And they vanish.


	22. Scene 51 - End

**51. EXT. EMPTY ASGARD - SUNSET**

PUSH IN as Jane and Thor appear at the frontier where a vast, grassy expanse gives way to steep cliffs below.

A 360-DEGREE TRACKING SHOT on Jane and Thor, pulling gradually away, showing the vast, mind-boggling expanse of an empty world all around them. There are no buildings, no people, no signs of life.

Jane still has the helmet in one hand, though the tip of one of the horns must have strayed outside their bubble, and has been burned off.

JANE  
(_panicked_)  
Damnit. Something must have gone wrong. I must have -

Jane breaks off and moves as if to tinker with the prototype.  
She stops when Thor's hand appears on her arm.

THOR  
(_flat, toneless_)  
You did nothing wrong.

He gestures at various topographical features around them.

THOR  
(_continuing_)  
Franang's Falls.  
Armsvartnir.  
Lyngvi.  
Oskopnir.

Thor's expression is grave.

THOR  
This is my home. This is Asgard.

Jane looks down. The cliff's edge beneath her feet shimmers with bits of what looks like glowing quartz.

JANE  
Then this - this is where the Bifröst would be.  
The only place in Asgard where the prototype could take us. That much makes sense -  
(_looking up at Thor_)  
But where are all the - ?

From beyond a nearby hill, there is the sound of an anguished scream. Jane and Thor climb - or clamber - up the hill toward the sound. As they crest the hill, they see a copse of bare, burnt trees, around a small pool. And tethered to one of the trees is a familiar figure -

- a badly wounded Loki.

Thor stops, dumbstruck, and stares.

Jane breaks out into a run.

Jane makes it to Loki, and sees the extent of his wounds.

There is a wide hole in his armor, across his abdomen. The edges of the hole are melted and charred, as if made by a blow torch. Loki doesn't appear to be held by anything more than chains - but in his weakened condition, that is hardly a surprise.

Without hesitation, Jane sets his helmet at his feet and begins to untie Loki from the tree. Loki coughs, sputtering blood.

LOKI  
Jane Foster. I am truly glad to see-

Loki trails off as he looks over her shoulder and past her for a moment. Jane follows his gaze and turns to look. CUT TO a hill beyond. Jane thinks she sees a figure on the hill - but a second later the figure is gone.

Jane turns back to Loki.

JANE  
What happened here?

Loki opens his mouth to reply, but before he can speak he is sacked by Thor for an earnest, brotherly embrace.

THOR  
(_tearful, to the extent that Thor is ever tearful_)  
My brother! I thought you were dead.

LOKI  
I'm not entirely sure that isn't true.

Thor releases Loki from his vice-like hug, and helps him to the ground as Jane unties the last of his bonds.

THOR  
Who did this to you?

LOKI  
(_laughing_)  
After what I've done - how can you possibly ca -

Loki trails off and bursts into a percussive chain of violent coughs.  
Blood trails from the corners of his mouth and the edges of the strange wound on his stomach, and he looks very pale.  
Thor looks at Jane, bewildered - even helpless.

Jane pulls the sack that Sif gave her out from one pocket. Visible inside the bag are three small, gray stones.

JANE  
(_to Thor_)  
Sif said you would know -

LOKI  
(_surprised_)  
_Sif_? Sif gave those to -?

Before either Jane or Loki can finish, Thor has seized one of the stones, and is holding it over Loki, crushing it into a fine white dust over the crushed opening in Loki's armor. As the dust reaches Loki, he howls in agony. Some color returns to Loki's flesh, and the wound closes a little - but it does not fully heal.

THOR  
(_concerned_)  
It is not working.

Thor seizes another, and breaks it over Loki again. Again Loki writhes in pain. The wound closes a little more, until it is only a thin gray-green stripe across his stomach. Thor reaches toward the bag to take the third and last stone when Loki grabs his arm.

LOKI  
(_urgently_)  
No.

He holds Thor at arm's length with one hand.

LOKI  
(_continuing_)  
You may need that later.

Loki pushes himself to a sitting position, and then rises to his feet.

JANE  
Can you walk as far as the Bifröst?  
Or - where the Bifröst was? I need to be there to use this.

She taps the prototype strapped to her arm. Loki nods, and they talk as they walk (or hobble) at best speed, back toward the cliff.

THOR  
What happened here, brother?

LOKI  
Our dealings with Thanos didn't end in New York, with the Chitauri. The last Thanos knew, the Tesseract was here, on Asgard.

THOR  
But it isn't.

Loki briefly gives Thor a look of haunted, desperate greed - but this time, the look passes. Finding the Tesseract is no longer his first priority.

LOKI  
He thought it was. So he sent an army to retrieve it.

JANE  
Surtur.

Loki looks to Jane and nods. He closes his eyes briefly and for a moment it seems that they will never open again.

LOKI  
Exactly.

THOR  
Is Surtur the one that did all this?

LOKI  
(_grinning_)  
No, that was me. My best trick yet.

Loki laughs, but quickly lapses into a coughing fit.  
Thor says nothing, but watches him, worried.

LOKI  
(_gravely_)  
Surtur and his troops laid waste to nearly half our kingdom -  
(_smiling a little_)  
- that is, before I hid the rest of it, and the stone, beyond his reach. Which - believe me - did not please him.

THOR  
(_disbelieving_)  
You "hid" Asgard. Where?

Jane gets it.

JANE  
(_to Thor_)  
Not where.  
(_to Loki_)  
When.

Loki nods to Jane.

LOKI  
Right again.

JANE  
The stone lets you manipulate time.

LOKI  
Yes - but at great cost. I can only use the stone for an instant before the pain of using it becomes - difficult to manage.

JANE  
So you made that instant count.

LOKI  
(_wryly_)  
It only counts if I can bring it all back.

THOR  
And Surtur? Where did he go?

LOKI  
I do not know. And I do not want to stay here long enough to -

Loki is interrupted by an unholy, blood-curdling howl. All three of them look up at the crest of the hill. The sky beyond has turned a burnt, dark red.

And at the edge of the hill is a giant creature - like a man, but with no mouth or nose, only two red eyes set in coal-black skin. Two long horns - like those on Loki's helmet - spiral out from the back of its head.

JANE  
Holy shit.

Before they can react, the creature begins to thunder down hill toward them, hand over foot, like a gorilla.

LOKI  
(_urgently_)  
Jane, the stone -

Jane hurries to open the prototype's panel and take out the stone to give to Loki - but before she can reach the stone, the creature reaches her.

CRACK! With a resounding snap - a snap that could be the sound of impact or the sound of Jane's spine breaking - the creature smashes one fist into Jane, sending her flying to one side, the prototype flying to another, and the stone rolls down toward the narrow rocky stretch where the cliff's edge meets the cosmic abyss below.

Loki makes a run for the stone, but is stopped when the creature brings a thunderous fist down on his back, crushing him to the ground. Loki rolls over under Surtur's grip so that he is facing up, and grab's the creature's arm with both hands. At his touch, the creature's arm turns blue, then a dull, dead gray.

Surtur howls in agony, and wrenches his arm free. As this is happening, Thor makes his own run for the stone, and grabs it. The demon rips its blackened arm away from Loki, turns, and easily leaps the distance from him to Thor, ramming into Thor with a percussive thud. He doesn't knock Thor down, but he does send Thor skidding backward.

They grapple, apparently deadlocked - until Surtur says something in a foreign language, and his body spontaneously bursts into flame, badly burning Thor. Thor bellows in pain and pulls his hands back from the creature.

But Thor still has the stone.

Loki, clambering to his feet, draws the same two curved Aesir blades from his belt, and whispers something inaudible before throwing them at Surtur. They sink into the creature's back with a green flash. As they hit, fine white veins can be seen radiating out from their points of entry.

Surtur's flames subside, at least momentarily.

Surtur, his back still to Loki, growls, and releases Thor, only to grab him again by the throat a second later. Surtur then whirls around, discus-style, and throws Thor AT Loki.

Thor hits Loki with a painful and very loud crash, then rolls several yards past and behind Loki. As Thor hits Loki, Loki loses his grip on the stone. The stone rolls away from the fight at a perpendicular angle toward the cliff's edge.

Loki sees it. Jane sees it. Thor sees it.

And Surtur sees it.

Loki, clambering to his feet, slams both hands, palms-down, on the ground - and suddenly thirty Lokis, identical to the 'original', appear in a wide half-circle behind Surtur.

Surtur, distracted, turns around and looks between them for a moment, his back to Loki.

Thor seizes the opportunity and leaps from behind Loki, sailing over his brother and landing on Surtur's back with a dull thud. Surtur rolls forward and regains his footing a moment later. Thor and Surtur are fighting again, in something almost akin to boxing.

As this is happening, Loki scrambles to the cliff's edge and grabs the stone. Loki pauses, uncertain, but decides that he may not get another chance.

In one moment, he vanishes. In the next moment, he returns, and with him, every building and every living thing in Asgard rushes back into existence. Buildings surge up out of the earth, people flood back into existence, and as quickly as it was gone, Asgard has returned to existence.

Loki gasps in shock, and rolls back over just in time to see Surtur leap onto his chest.

The creature's attack knocks the stone out of Loki's hand, and it tumbles free - down into the void.

CLOSE ON Loki's face as he watches it fall, in slow motion. Surtur sees it fall too, and there is one, long moment before (catch-up speed) the creature redoubles its efforts to crush the life out of Loki.

From behind Surtur, Thor gives a prolonged, anguished yell.

Thor gets a running start, and, without hesitation, RAMS SURTUR RIGHT OFF THE EDGE OF THE CLIFF. Thor and Surtur tumble into the void, together.

(MOS) AERIAL SHOT (slow motion) of Loki lying on the ground, bleeding, his head still hanging off of the cliff. Deep, violent wounds are visible on his neck and shoulders in places where his armor has been torn or burnt away. Tears roll out of the sides of his eyes, toward his ears. He coughs once, and blood sputters out of his mouth. He screams (MOS) until he runs out of breath.

At length, Loki rolls to one side. He drags himself to where Jane lies unconscious, her head resting to one side between two rocks in a slowly growing pool of blood. He pulls the bag from her pocket, and draws out the third and last healing stone.

Loki raises the stone over his own body to crush it, but hesitates. Thinking better of it, he raises the bloody, matted mess of her head slightly, and, with the last of his strength, crushes the stone over Jane instead. He then falls back to the earth, staring up again at the sky.

BURN OUT.

**THE END.**

**-CREDITS: UNKNOWN PLAIN - MORNING**

The camera BURNS IN to a WIDE, PANORAMIC shot, at ground level, of a plain at sunrise - flat, empty, unremarkable. The ground is rocky with tufts of green grass. White clouds streak the pink sky. In the distance, there is the faint sound of some kind of bird. Nothing remarkable. SUDDENLY, there is a whistling sound - faint at first, then louder and louder. It is nearly deafening by the time it is explained - by the sound of an object hurtling at speed toward the earth at the center of the frame. It hits the ground with a concussive THUD, sending a cloud of dirt and dust up around it. As the dust clears, it becomes obvious what the object is.

It's a stone.

An orange stone.

Another whistling sound - faint but getting louder - can be heard as the camera CUTS TO BLACK.


End file.
